Superior Spider, Addition to the Web
by Juubi no Shinju
Summary: With Great Powers, Comes Great Responsibility. Naruto Benjamin Parker will try to hold on to the people and things precious to him as his life takes a turn for the worse and dangerous when he gains superhuman powers. A new spider has joined the Universal Spider Clan, one who holds the potential to be greater than any other. He was the SUPERIOR Spider-man!
1. Everything's gonna be okay

**Ok, by poll results, Superior Spider is the winner of which Naruto/Spider-Man fic I should do. So here it is!**

 **Like many if my fanfic ideas, I made this because I thought it would be a great idea, and because there is nothing like it in the Crossover categories. I mean COME ON PEOPLE! There are more than a BILLION people in the world, and NO ONE has come up with this idea! I mean, I have over three thousand fanfic favorite stories in my profile, and only 10% of the stories is being updated!**

 **WHERE IS EVERYONE?!**

 **You know what? Fine! If no one is going to get creative, then it looks like I'll have to do it myself!**

 **So here it is, Superior Spider!**

 **Notes: Naruto will have 3 spider-man costumes. An initial, an upgrade, and a final custom. The initial being his pre-custom, home-made and all.**

 **I will be using nearly EVERYTHING of the Spider-man franchise. Comics, cartoon shows, movies, games; all that jazz. It will be a mix of each, making it even more interesting.**

 **As I have mentioned before, this will be a HAREM. I mean, it's me! It is pseudo decided, so as the story goes, there might be changes. I'm trying, I repeat, TRYING, to not make it TOO insane with the numbers. So BELLOW 20, at the most.**

 **Now that that's taken care of, let's get to it, True Believers!**

* * *

 **Summary:** **Taken to a new world, and raised by a good family, Naruto Benjamin Parker will try to hold on to the people and things precious to him as his life takes a turn for the worse and dangerous when he gains superhuman powers. Now being given a heavy responsibility to keep the people of his city safe from those who wish harm, Naruto will struggle to balance his normal teenage life with his superhero one. A new spider has joined the Universal Spider Clan, one who holds the potential to be greater than any other. He was the SUPERIOR Spider-man!**

 **Disclaimer: Juubi no Shinju does not own Naruto, Spider-man, or the Marvel Universe. If I did...I would have an ULTIME Hero war with Marvel vs. DC vs. Variant Comics Universe vs. any other hero universe!**

 **Vegeta: Th-This power level...IT'S OVER 9000!**

* * *

 **Chapter 1: Everything's going to be okay...**

* * *

Richard Parker gave a tired and sad sigh, looking out the window of the plane. His brown eyes held loss, sadness, and mental age of a man who looked ready to give up on the world. In his hand he held a nearly empty glass of Champaign, the bottle held tightly in his other hand.

Another bottle in the seat next to him, ready to be drunk when he finished the one he had.

The last three months had been **worse** than hell could **ever** be. On him and his wife.

They were going to have a child. A **boy**! They had decorated his nursery and everything. They had the blue walls lined up with many stuff animals and toys. A crib and everything needed for the years they would have in taking care of a baby.

Unfortunately, fate had **_other_** plan.

Their happiness at having another Parker in the family, was _shattered_ when the child came in that hospital room.

The child, to which they were to name **Peter** , was born pre-born. His small, _fragile_ body not able to withstand birth...

He died, before he could even take a breath.

It wrecked Richard and Mary immensely. Even with the support of their friends and family, the two could never come back from their tragedy.

His wife, who looked to be twice her age from her depression, would be seen nearly always in the nursery, dried tears in her face as she looked at a stuff bear. If not that, she would walk the halls like a lost spirit, her eyes blank with loss and showing a broken woman.

He, like his wife, had been in a depressed state. But unlike Mary, Richard used his pain on his work. He would nearly be in his office 24/7, much to the disapproval of his brother and sister-in-law, scolding him for not comforting his wife.

However, what he was working on, he _needed_ to finish!

He was mad. **Pissed to hell**! His son, before he even got to know him, was **gone**!

Why?!

Why was fate so cruel?!

And he was not blind, how many others in the world had suffered the same fate? To lose their children at birth, or lose loved ones from disease and plague?

He wanted to change that. To give people the happiness he couldn't have!

So, with the help of his colleague and friend, Eddie Broke Sr., they set off on a tough journey to create something that would **revolutionize** the world forever!

They called it, **The Suit**.

A project based on something they discovered many years ago. It was to be the cure and means of healing humanity and putting an end to disease and illness.

The initial project was deemed too dangerous to use, so they worked on a fresh start.

Many years ago, Richard and a few of his colleagues discovered an amazing specimen. It was some sort of... ** _symbiotic organism_**. A... _goo_ , which bounded itself to one of the men. It wrapped around him, covering him completely.

It granted him immense strength, speed, and agility. It amazed them all.

However, there was a problem. It seemed that the Symbiote drained the wearing of their energy, and once completely drained, kills them.

They had managed to contain the Symbiote for study, telling **no one** of what they found.

Richard and Eddie had hoped to create a bi-product of the Symbiote, one that would not kill its wearers. But instead helped them by giving them life.

And with the task at hand, Richard was on his way to Asia to meet up with Eddie, who had told him over the phone he might had found something to help with their project.

He knew the risk of what he was doing, as he had been pushing away his family, the image of the disappointing glare Ben sent him at the airport popping into his mind, but if he could do this, make something that would save lives, then it would all be worth it.

When his plane touched down on the ground, Richard got off. He spotted Eddie waiting for him, leaning against his truck. Greeting him, he got in and the two left the lot.

"So, you said over the phone that you found something?" Richard asked, his tone tired and holding a bit of longing. Hoping to be one step forward in finishing _The Suit_. Eddie looking at his friend in pity, knowing full well what had caused his such sorrow. To lose a child, was no doubt the worse pain a parent could get. If anything had happened to his son, Eddie Brock Jr., he didn't know what he would do.

Nodding, Eddie reached behind his seat and took out a device. He handed it to Richard. "Yeah, strange reading coming from the jungle a few miles from here. The reading are like nothing we've seen before. It could be like when we found _that_." He hinted, recalling to when they discovered the Symbiote. Richard nodded as he looked at the reading, finding them strange indeed. _Not of this world_ strange.

"Worth checking out. Anyone else know about this?" He asked, cautious of any other groups or organizations showing up. Last thing they needed was S.H.I.E.L.D. or some similar organizations showing up.

Eddie shook his head. "Doubt it. The reading were small, and seemed to pulse in random order. I've barely caught it myself if I wasn't here to meet an old friend and was close by."

"Anyone joining us?"

Again Eddie shook his head. "Decided it would be safer to keep this on the down-low. So it's just you, me, and a couple of guides I got."

Richard nodded and sat back to enjoy the ride as much as he could, hoping to calm his troubled thoughts.

* * *

Grunting, Richard chopped through the large leaves and vines of the jungle as he trudged through, Eddie and the guides behind him. He looked down at the device in his grasp, following the directions of where the source of the energy was.

He shook the device when the screen fluctuated a bit, making him sigh in annoyance. He was mentally tired, but forced himself to continue. He would not give up until he finished **The Suit**. Until he freed the world from pain and loss.

He wacked the device lightly when the screen static again, before going blank, making him groan as he stopped in his tracks.

"What's wrong?" Eddie asked. Richard raised the device, showing that it was off.

"The thing's dead. You forget to charge the battery of something?" The brunette joked, making Eddie's eye twitch.

"It doesn't use _batteries_. You sure you didn't just break it?" He shot back. He made the device himself, and if Richard broke it...

Rolling his eyes, Richard just put the device in his coat pocket. "No I didn't _'break it'_. Thing just turned off. Luckily, I was able to see that we're close before it turned off." He looked around. There somewhere in the middle of the jungle if he had to guess.

Eddie looked around as well, before turning to the guides, telling them if there was anything they needed to know about the area.

As he did that, Richard began walking around, looking at all the trees and ground. He came here to find something, and by the Parker Luck – in which unexpected things happen – he was going to damn well find it.

Speaking of the _Parker Luck_...

"AAARGH!" Richard gave a yell when he suddenly fell down a covered hole in the ground. He barely heard Eddie scream his name as he fell into the deep darkness bellow. He counted at least a minute as he fell, panic spreading to him, fearing he was going to die. To him his fall seemed to go on forever, before he came to a stop as he crashed hard into the ground. He groaned, falling on his back and behind. "Ohhhh...typical...Parker Luck." Moaning a bit, as he felt his bones shaking from the impact, Richard (painfully) got up from the ground. His heart beating hard against his chest like a drum. "Though I was going to die there." He muttered as he rubbed the back of his head, flinching when he felt a growing bump from when he hit his head.

Looking around, he raised a brow when he saw that he was in a barely lit cave of earth. The only like coming from the hole he fell through. Speaking of the hole, he looked up and sighed when he saw just how far he fell. It was a miracle he was alive. He could faintly hear Eddie call for him. _'Great, just great.'_

Sighing, he looked around, hoping to find a way out. Walking forward, he used the wall as a guide in the darkness. Walking around for a few minutes, he was surprise when he saw a faint light ahead of him. Hopeful that it was a way out, he walked toward it. Once reaching it, his eyes widened when he saw that the light came some kind of inner cavern. Looking around, he saw pieces of the wall and ceiling cracked and pieces fallen off, letting some light in. It was big, not too big, but enough to fit in a wide group.

However, what truly caught his attention, was the **_people_** that seemed to be _floating_ over the ground, encased in some kind of bubble of energy. It was a man, blonde hair wearing a white coat with red flames at the bottom, and a woman with long red hair. There were in an embrace, and getting closer, he could see that they were holding something in a secure grasp.

Taking a step forward, his eyes widened when suddenly, strange symbols, to which his history of science and master degrees could never be able to recognize and read, appear all over the floor, shining brightly, forcing reaching to cover his eyes to not be blinded.

The light illuminating the cavern, he waited for it to end, and when it did and the light vanished, to his surprise, he heard a sharp intake of breath and the sound of a baby's cry. Putting his arm down, his eyes widened when he saw that the bubble around the two had vanished, putting them on the ground. The man laid still, pulled away from the woman when hitting the ground, and Richard could see a _hole_ in the man's abdomen. He just knew the man was dead, giving the dull eyes.

Hearing gasping, Richard looked at the woman, and saw that she too had a hole in her stomach. However, she seemed to be holding on tightly to her vanishing life as she held on gently to the bundle in her arms, to which Richard knew was the baby where the cries were coming from.

"Sore wa Naruto-chan, daijōbudesu. Subete ga daijōbu ni narudarou. _(It's okay, Naruto. Everything's going to be okay.)_ " The woman, the mother, whispered gently and lovingly to her son. Her voice weak, but she tried to be strong for her crying son. Hearing movement, she tensed and looked up, holding Naruto tighter to protect him. When she saw Richard, she threw him a glare, _daring_ him to hurt her son.

Seeing this, Richard put his hands up. "Hey, it's okay! I'm not going to hurt you." He said softly, not moving an inch. The woman narrowed her eyes in confusion, not understanding what the man had said, but before she could do anything, she began coughing up blood, making Richard worry. "Hey! Don't move! You need help! I'll see if I can get help!" He said, curing the fact that his walkie-talkie broke at the fall. Sure he studies medical for a few years, but nothing in his brain could help right now. The woman needed a hospital, and fast! He turned to run back to where the hole was, hoping to get Eddie, when...

"Mate! _(Wait!)_ " Stopping in his track, Richard turned his head to the panting woman, who looked at him with cautious, but pleading eyes.

She looked at his eyes for a few more seconds, before nodding softly. She looked at her whimpering son, a smile full of love aimed at him. "Aishiteru, Naruto-chan. _(I love you, Naruto.)_ " She whispered softly at him, planting a soft kiss on the top of his head. She then looked at Richard, her eyes said and pleading. "Naruto no sewa o shite kudasai...Kare ni shite kudasai hogo shite kudasai. _(Please take care of Naruto. Please protect him...please.)_ " She told him, her voice and eyes growing weaker. "Onegaishimasu... _(Please…)_ " Soon her eyes grew blank, showing that she had passed on.

Richard quickly went to her, hoping that there was something he could do. Placing a finger on her neck, he sighed when he saw it was too late. He lowered his head in a soft prayer for the two dead parents, leaving the cavern quiet, with only the cries of the baby to echo around.

Running a hand through his hair, Richard took a shaky breath as he looked at the parent-less toddler. His eyes softening at the boy, he gently held him in his hand.

Just like how he and Mary lost their son, this boy lost his parents. And from what he could see, this boy was barely a day old.

If this was the work of fate...then fate was a sick bastard.

"Shhhh. It's okay now. Naruto, right? Everything's going to be okay." He said gently to the baby. Slowly, the toddler began to calm down, his whimpers softening. When he was calmed, he opened his eyes, showing a deep ocean blue, to which Richard could say he had never seen such a deep blue before. Taking a better look at the boy, he saw that he already had a head of growing blonde hair, and taking a glance at the man, he saw that he inherited from his father. Strangely enough, on the boy's cheeks were whisker like markings, three lines on either cheek. It could had been a trick of the light, but Richard could have sworn that for a split second, he saw the boy's blue eyes flash red. Shaking his head, he put it off as it being the light. "I'm so sorry that this had to happen to you, Naruto. However, it seems that your mother entrusted me, a complete stranger, to take care of you." He smiled when Naruto reached up to his face in curiosity. Leaning forward, he gently placed his forehead on the child's, feeling Naruto feel his cheeks. "We both lost someone very special to us. But I promise, we won't go through this world alone." He carefully stood up, keeping a firm grasp on the blonde boy. The scientist looked at the dead couple in pity, but had a determined look in his eyes. "I promise, I will take good care of your son, and make sure nothing happens to him. I swear on it." He said. He would need to get men down here to pick up the bodies. They deserved a proper burial.

Looking around, he spotted a small hole at the wall, but big enough for him to squeeze through. He smiled down at the giggling boy. "Let's go home, Naruto Parker. Won't your new mom be surprise?"

Naruto just giggled.

* * *

And he was right. Mary was surprised, as were Ben and May, when he showed up with a baby after his trip. He explained to them what had happened, and while they were skeptic at some parts, they acknowledged it, feeling sorry for boy, and saw a connection between him and the child-less parents.

Richard smiled as he looked at his happy wife from the kitchen as she played with a giggling Naruto at the living room. The instant Mary picked the boy up, her depression instantly left her, granting her new energy and life, and was holding on to Naruto, as if fearing he would vanish if she let go. She was still said at the loss of her unborn son, but the second she saw Naruto, something just _clicked_. Like she was given a second change at being a mother.

Feeling a hand on his shoulder, Richard looked up and smiled when he saw Ben, a glass of wine in his hand. Grabbing the offered glass, he sat back, his posture more relaxed than what it has been in the few months. Ben sat down next to him as the two Parker brothers looked at the giggling Naruto and gushing Mary.

Ben looked at his brother. "How are you doing, Richard?" Ben asked, curious of the soft look in his brother's face.

Without looking at him, Richard smiled. A true smile not seen since _that_ day. "I'm...I'm happy Ben. After so long, I'm happy." Yes, his heart would always ache for Peter, but he knew that Naruto wasn't a replacement. No, he had promised his parents, and himself, that he would raise and take care of the blonde like he was his own son. No matter what, Naruto was now his son, now and forever.

Ben smiled at his brother, truly happy for him. Things were looking up for the Parkers.

* * *

 ** _4 years later – Parker Residence_**

A giggling 4-year old Naruto Parker walked down the hallway of his home, wearing his red long-sleeve shirt and dark blue pajama pants with faces of Bugs Bunny on them. He and his father were playing hide and seek, but had to stop for a minute when he got a call. His mother was cooking so he couldn't disturb her.

He was promised cookies later on if he was good, and he wanted them!

His mischief filled blue eyes look around for a place to hide for when his daddy was done. Opening the closet door, he looked inside to see if he could hide in there, but pouted when he saw it was filled with clothes and boxes. Looking around, he saw that the door to his dad's work room was slightly opened. He wasn't allowed in his daddy's special room, in fear of having his sweets taken from him! He might break something. And if he broke something, his mom wouldn't let him eat cookies!

Naruto was a good boy! Good boys followed their mommy's rules! Good boys get cookies!

However, he titled his head lightly to the side, similar to a fox. His dad's door was always closed. Always. He never left it open, not even by mistake! Being the curious boy he was, he slowly began to approach the door, looking behind him to make sure his dad didn't see him and he didn't get in trouble.

His small hands placed on the wooden door, he gently pushed, the door opening easily. Peeking inside, his eyes widened when he saw that the office was a mess! Papers were spilled on the floor, chairs tumbled over, and there was a shattered hole on the window which was slightly opened. His breath caught in his throat at the scary sight, Naruto turned his head out the room. "Dad? Dad?!"

Richard, who after finishing his call, was the dinner room alone, haven just finished his daily video log when he heard his son calling to him. Hearing the slight panic in the boy's voice, Richard quickly got up and ran to him to make sure he was okay. Hearing the call coming from his office, he entered and his eyes widened in shock and panic when he saw the mess, Naruto standing at the side with a worried look in his face.

Richard didn't say anything, he knew it wasn't Naruto's fault. No, it was much worse. He quickly ran to his desk, just as Mary entered, haven also heard Naruto's voice. Gasping at the sight, she quickly picked Naruto up, making sure he wasn't hurt. She looked at her husband, hearing him curse under his breath.

"It's gone." He said, looking at the table. "The USB for the formula is gone!" He said, making Mary's eyes widen. He quickly moved and pulled out the drawer in the desk. Dumping all the contents carelessly on the floor, he carefully opened up a hidden compartment at the inner base. With a switch, he opened it, showing a file inside. Picking it up, he looked through it to make sure everything was there. It was.

Sharing a worried glance with his wife, he went around the room, cleaning his chalkboards filled with formulas, and packing all the necessary files, books, and items in his bag. As he did that, Mary with Naruto in her arms quickly went to pack his things.

When everything that was needed was packed, the three quickly got in the car. Driving toward his Aunt May and Uncle Ben, Naruto sat in the back, holding his favorite stuffed fox with a worried look as his parents whispered amongst themselves. It was raining, making him flinch when he heard the loud bang of thunder. Seeing this, Mary had a loving look as she looked at her sweet boy. "It's okay, my little sunshine. Everything's going to be okay." She gently told him, making Naruto nod.

Reaching his Aunt and Uncle's, Naruto watched from the doorway as the adults talked. Seeing him Aunt May tried to give him a soft smile. He tried to smile back, but couldn't when he saw his mother had tears going down her cheeks.

"What do you mean you're leaving?!" Naruto cried after hearing his parents say that they had to leave. "I don't want you to leave! Why can't I go with you?!" He cried, tears falling heavy from his eyes.

Mary was the same as her son, her eyes puffy and tears falling non-stop. It heart her heart so much to have to do this! She tried to be brave, but just couldn't. Kneeling down to his level, she held her arms open to him. She was barely able to keep herself from falling back as Naruto crashed into her. She wrapped her arms around him tightly in an embrace, feeling her shirt get wet as Naruto cried against her. She took a shaking breath as she tried to hold her cries, running a hand softly through her baby boy's bright sun-kissed blonde hair. Oh how she loved his hair, it was a bright blonde, like a small sun! Which is why she called him her "little sunshine". "I'm so sorry my little sunshine. I'm so, **so** sorry." Pulling back a bit, she choked as she looked at the teary Naruto. Barely managing to put on a smile, she placed her hands on his whiskered-cheeks, wiping his tears away. Memories of the times she would dress him up in fox outfits, always finding his whiskers beyond adorable, hit her, making her struggle to not cry even harder. "B-But you father and I...w-we have some very important things to do. I'm sorry, but we can't take you with us." Placing her forehead against his, she choked as she looked into his sad eyes. Naruto, her sweet Naruto. Her baby boy. "We...We need you to be brave, okay?" She asked. Choking back his own tears, Naruto nodded. Smiling, Mary placed a kiss on his forehead. "I love you. Always remember that." Naruto nodded again, muttering a small 'I love you too'. "Now, we need you to stay for your Uncle Ben and Aunt May in the meantime, okay?" Naruto nodded.

Watching his wife and son give their... _final_ goodbyes, Richard felt the already there pit in his stomach grow. He had failed. He had promised his son's biological mother, that he would take care of Naruto forever. Her _final_ wish! And he failed, all because of the decisions he had made. He was a terrible father. And now, his choices were going to be the death of him and his wife, and leaving Naruto with another set of parents gone.

Fate was a bitch.

Moving forward, he knelt down next to his wife and son, and pulled them into a tight group hug. He struggled to hold in his tears. Why was life so cruel?

Ben and May watched with frowns at the sad family. The addition of Naruto in the Parker Family was the best thing that had ever happened to them. He had unknowingly pulled Richard and Mary out of their depression, and even though he didn't have his parent's looks, they knew that blood or not, Naruto was their son, haven been seen with the familiar spark in his eyes when he looked at his school books, unknowingly having the same growing interest in science as his parents. Genetics or not, Ben and May counted Naruto as a true Parker. They themselves see Naruto as their real nephew who they loved immensely.

Pulling back a bit. Mary gulped down a sob as she unconsciously moved a stray bang from her son's face. Her fingers trimmed through the untamable mess that was her son's hair, recalling back to the weeks she spent trying to fix it, but later gave up, haven grown to love his wild hair. And his blue eyes were like looking into the ocean. She chuckled sadly, knowing she would never get to see her son get chased by girls, as she knew he would grow up to be very handsome.

"H-He likes to read stories before bed. And likes to sleep with the door a bit open. D-Don't let him stay up past ten, or eat candy before dinner." She told Ben and May, her voice breaking up as she kept playing with Naruto's hair. Richard frowned sadly as he reluctantly pulled his wife up, feeling her begin to shake.

Ben stepped forward and held his hand out to Naruto, smiling a bit at him. With a sad look, Naruto wiped his tears and grabbed his uncle's hand. He watched as his parents began to leave, sending him one last sad smile, before they got in the car and left.

It would be the last time Naruto Parker saw his parents, as a week later, two men appeared at the door. The plan Richard and Mary Parker were in, crashed, killing everyone on board.

* * *

 ** _12 Years Later_**

Blue eyes blinking, Naruto Parker shook his head as he snapped out of old memories. Sighing, he posted the latest picture he took by being the photographer for the school's News Club on the bulletin board. Closing the glass case, he grabbed his skateboard which leaned against the wall. He walked off toward his locker, pulling his hand in the pocket of his black and orange jacket, his red backpack slung over his shoulder. He wore black pants and red and black sneakers, with a camera hanging on his chest. At the age of 16, he stood at a 5'7", and his blonde hair had reached down to his shoulders. It was still as wild as usual, but a bit more tamed. He had a bang falling over his forehead in-between his eyes, and if he narrowed his eyes, it would give him a 'sexy look' according to the female students, even more due to his whisker-like marks that woman found _wild and sexy_. Around his neck were black and orange headphones, while on top of his head, were familiar glasses.

His father's glasses, that when he put them on, his eyes suddenly adjust to see through them for some reason. Same as when he takes them off. He likes to where them when he's doing homework, or working on home projects. According to his Uncle Ben and Aunt May, it makes him look a lot like his father.

Naruto, after much studying, not only became one of the most handsome students in the school, but one of, if not, the smartest student there was. Though he likes to keep his grades average, given that his smarts let to bullying at his past grades, and according to a few of his friends, was very 'dense' when it came to women, which he had no idea what they were talking about.

Moving through the crowded halls, he made it to his locker. Putting in the combination, he opened it up and exchanged his books for the next class. The door of the locker was stamped with pictures of him and his friends.

"Hey Naruto!"

Speaking of friends...

Leaning his head back, he spotted his best friend walking towards him. Mary Jane Watson, though Naruto likes to call her 'MJ', a cute girl he would secretly admit, having long dark red hair that reached down to her back, had soft green eyes, and a few freckles on her nose and cheeks, which Naruto found _really_ cute.

He had known her since first grade, when the two became great friends. It helped that their aunts were friends, and leaved close to each other by a few blocks, and since then, were practically inseparable. Whenever there was one, the other was always nearby. They were so close, people would often joke of them one day getting married, much to the two's first embarrassment, which later became annoyance as they **always** hear that. Naruto always argued that they were _just friends_ , with MJ agreeing (though a bit reluctantly with a small blush at first, much to Naruto's confusion).

Currently MJ was the reporter for the school's paper, which given her love for finding out juicy secrets, she took as her honorary mission.

"Sup MJ." He greeted as he stuffed the books in his bag. MJ leaned on the lockers next to his, looking at her best friend in amusement.

"So tell me. How goes the life of one Naruto Parker?" She asked with a smirk. Naruto glanced at her and scoffed in amusement, closing his locker and leaned on it.

"Oh you know. Going to school where the status of one's popularity could mean life or death. Going to boring classes, eating disgusting cafeteria food, and having to deal with a best friend who looks at you like your tomorrow's latest gossip story. Other than that, I'm good." He said with a shug, chuckling when Mary Jane elbowed him on the side. She pouted at him, crossing her arms with a huff.

"I'll have you know that you aren't tomorrow's gossip issue...you're next week's. Rumor has it that one of the married teachers is have an affair with a student." She said with a grin. Naruto rolled his eyes at that.

Drama. No thanks!

"MJ, you promised that you wouldn't use gossip to ruin people's lives. Remember when you wrote about that cheerleader cheating on her boyfriend with the guy from the soccer team?" He reminded, giving her a deadpan look. MJ pouted, crossing her arms childishly.

"People deserve to know the truth." She argued.

"Not at the expense of hurting other." He shot back. Mary Jane grumbled as she was forced to agree with Naruto.

"Fine! I'll just write about the mystery meat that's being served at the cafeteria." She muttered. Naruto chuckled at her.

"AH! Look Kong! Princess is getting along with her pet kitty cat!" The two cringed when they heard a dreadful voice. Turning, they groaned when they spotted Flash Thompson, quarterback for the Midtown High Football team, as well as the local high school bully. It was safe to say that Flash had picked Naruto as his daily target of insults and mockery, mostly due to the blonde's strange markings. Flash was a tall, muscular teen with blonde, spiked up hair and green eyes. His well chiseled jaw and looks made him a handsome teen to the girls, putting in him a tie with Naruto, much to the former's annoyance.

Naruto and Mary Jane had the dishonest pleasure of saying that they were once friends with Flash in Elementary and Middle school, back when he was actually nice to hang out with, before he let popularity swell his head. When high school come, he figured popularity was more important than friendship. Luckily, Flash never tried to physically pick on Naruto. A glare from the whiskered blonde would make Flash pale and back off. So he settled for insults and mockery.

At his side was Elizabeth "Liz" Allen, Flash's girlfriend, sending Naruto and Mary Jane an apologetic look. Liz was a cute girl with long dark brown hair, brown eyes, and a tan skin tone. She was a cheerleader and had been dating Flash for a few months. Liz had been friends with Naruto and Mary Jane since Middle School, when she had first moved into New York. Even though her boyfriend was a jerk to the two at times, Liz still hanged out with them.

Next was Kenneth Kong, Flash's 'sidekick'. Kong, like his name, was a big large guy, shaved head, and could be seen at least 75% of the time eating. Kong was also in the Football team and was Flash's lackey, and like the blonde, helps him bully students smaller and weaker than him. However, Naruto and MJ knew that Kong was actually a sweetheart, and only acted mean so he didn't get bullied himself due to his weight.

Ah, the life of High School drama.

Naruto rolled his eyes at the jock. Every day it was the same old joke. Seriously, his whiskers weren't that strange, and even if it was, the county and area code was used to them. All the way from his childhood everyone and their mother commented on his marking, the latter on how cute and adorable they made him.

Flash's mocking was getting old very fast.

"Flash. Still with the same routine as usual I see. You've got to change you material, or you'll see you future wind up as a one-class act. Being the starter for the funny clown." Naruto said, making Liz, MJ, and a few close students giggle and laugh. Flash glared at Naruto.

"Watch it Parker, or I'll-"

"What? Stuff me in a locker? Dunk my head in the toilet? Steal my lunch money?" Naruto asked rhetorically, shaking his head in mock disappointment. "Oh Flash. If you keep going like this, you'll be seeing your life as nothing more than a janitor. That is, **if** you pass your finals without having me help you study for a whole week straight." He mocked, making all the students around the laugh.

Flash's face turned red in embarrassment. It grew even deeper when Mary Jane and Liz laughed as well. He stuttered, trying to come back with a comment, but felt a hand on his shoulder. Looking back, he saw Randolph Robertson, a tall and muscular dark-skinned man with dark brown hair and eyes. Like Flash and Kong, he was wearing a school football jacket, and a Midtown High hat. Randolph was a cool guy, nice to everyone and barely ever got mad. He was able to make fast friends just about everyone. Randolph sent flash an amused grin.

"Wow Flash, that's got to burn." He joked, chuckling as well. Face burning red, Flash decided to not embarrass himself anymore, and left, Kong behind him.

Laughing, Mary Jane shook her head and looked at Naruto. "Oh man! Nice one, whiskers."

Naruto shrugged. "Flash is a bully, nothing less. Once he's out of High School – _if_ he gets out – he's in for a high dose of reality."

Randolph nodded. "True that, man." Flash was his friend and all, but the guy needed to learn that in the real world, his personality would only get him into trouble.

"I see that I missed the show. Let me guess. Naruto put Flash in his place again?"

Turning his head, Naruto smiled when he saw his other best friend, and the school's local 'rich boy', Harry Osborn. Harry was a good looking guy, as well as one rich, making him the eye candy of nearly the whole female student body. His father was Norman Osborn, the president of Oscorp, a multinational corporation, making hundreds of dollars in investments. Harry was polular in school for both his money, and looks. He had swept back brown hair, and stood at the same height as Naruto.

Naruto raised a hand in greeting at him. "Yo, Harry! How's my favorite money bag?" He said with a wide grin. Harry rolled his eyes with a grin at his friend's antics, knowing he was just joking. One of the reason's Harry liked hanging out with Naruto, is because the blonde didn't give a damn about his rich status. Naruto just liked to hang out with him because they were friends. True friends. Unlike other people, Naruto didn't try and get _'friendly favors'_ out of him, or ask for a 'few' bucks. To Naruto, if you wanted something, you had to earn it through hard work, and not from other people.

Exchanging high-fives, he nodded in greeting to Mary Jane, getting a nod back. The three made their way to their next class, which Naruto and MJ shared, as Randolph left with his girlfriend, Sally Avril.

"So, you guys excited about tomorrow?" Naruto asked with a wide grin. MJ and Harry looked at him in confusion.

"What's so special about tomorrow?" MJ asked, raising a brow when Naruto sent her a shocked looked.

"You're kidding me, right?!" He asked, looking at her and Harry. His look increased when the two shook their heads. "How could you guys forget?! Tomorrow we're going on a class trip to the Oscorp Science Center!" He said in excitement, his eyes practically having stars in them. Now knowing what had him so excited, MJ and Harry rolled their eyes fondly.

Naruto had inherited his parents love for science, and was always excited to learn more on the subjects, often getting cutup in a trance when talking about talking about things no one but people at his level would be able to understand. While not as much of a prodigy on their fields like them, Naruto had determination and will, and always read books numerous times until he memorized the whole thing word for word. Hell, there was once a time where he would be so deep in his studies, he would ignore his friends and family. It nearly ruined his friendship with Mary Jane, if his uncle didn't knock him out of it.

Now, more than a few times, if he ever showed signs of unconsciously distancing himself again, MJ would whack him at the back of his head to pull him out.

Harry chuckled in amusement at his best friend, while Mary Jane rolled her eyes. Even knowing Naruto for as long as she did, she still didn't understand his love for science. Well, she did, but she just couldn't keep up with him.

"Man Naruto, still the geek as ever, huh?" Harry teased, making Naruto pout childishly, making MJ turn her head to the side, hiding her burning cheeks at the cute look.

"I'll have you know, this 'geek', helped you pass you Finals last year." He pointed out. "And of course I love science. Not only are there so much great discoveries from it, but it's also a honor of my parents." He finished silently, a sad frown appearing on him as he recalled the last time he ever saw his parents again.

A flick to the forehead made him stagger back with a yelp. Running his mark, he looked at Mary Jane, who sent him a disapproving glare. She pointed a finger at him like a scolding mother. "What did I tell you, Naruto Parker? You do not go into a depression again! It till me and your Aunt and Uncle a long time to pull you out if the last one when we were kids, and we're not going through that again. I know you miss them, but it's no excuse to keep mopping around, okay? I swear, if you go emo again, I'll take away all of your ramen!" She threatened, making Naruto pale at the fear of his precious ramen being taken. It was the food of the God! Heaven on earth! She wouldn't dare! However, seeing the look in her eyes, he knew she wasn't bluffing. He rapidly nodded in agreement, making MJ put her hands on her hips with a satisfied smile.

Behind them, Harry chuckled in amusement at the two friends. _'They're like a married couple. They can deny it all they want, but nearly everyone knows that they hold feeling for the other.'_ Shaking his head at the two, he spoke up. "So Naruto, your excitement for tomorrow aside, you want to come over? I just got that new Call of Duty game?" He offered. Grinning widely at the news, Naruto looked like he was about to accepted, but remembered something, and shook his head with an apologetic smile.

"Sorry man, but I promised Aunt May that I get some stuff from the grocery store for her. She's cooking meatloaf tonight, and I definitely can't miss that!" He didn't know why his uncle complained about, Aunt May's meatloaf was great! "You want to come?" He offered. Harry shook his head.

"No thanks, don't want to intrude. Family dinner isn't my thing." He said, making Naruto frown. He knew Harry's family wasn't as tight as his. Harry's father was a strict man and was always working, ever since Harry's mother passed away. Harry was always invented to have dinner with the Parkers for years, soon becoming a part of the family.

"If you say so man." Naruto said, knowing he wouldn't be able to change the Osborn's mind. Just them, the class bell rang, and the three went to their classes.

* * *

 ** _Later that day – Parker Residence_**

"Aunt May! Please!" Naruto begged, his face slightly red in embarrassment. Aunt May, was a nice old lady. But Naruto, he knew she had a mischievous side to her, mostly targeted at him. He sent a pleading look at his uncle, but received no help as the man just chuckled.

Smiling at her nephew, May shrugged. "I'm just saying, Naruto. You and Mary Jane had been friends for a long time, and she has grown into such a beautiful young lady. You better make a move on her, before someone else does." She said as she cut another piece of meatloaf and put in on the blonde Parker's plate, whose face was burning red.

"Aunt May, how many times do I have to tell you? Mary Jane and I are just friends!" He tried to argue. But May just waved him off.

"And I'm telling you that things can change. You never know, Naruto. The future is not yet written." She told him, making Naruto groan and hide his face in his hands. He sent a look at his uncle, asking for his help.

Ben laughed at the blonde boy's situation. "I'm sorry Naruto, but your aunt's right." He smiled lovingly at his wife, grabbing her hands gently. "Believe me, back when we were around your age, May had lots of men chasing her. I was lucky when I did, and asked her out. We later got married, and spent nearly 25 years together." He smiled at her, making her smile back with as much love in her eyes. Naruto smiled at the two, loving them both very much and happy that they were together.

He shook his head. "Me and MJ? I'm just not seeing it." He denied.

Ben chuckled in amusement. "We'll just have to see."

Rolling his eyes, Naruto finished his meatloaf and washed his plate before making his leave. "I'm going down to the lab." He told them.

"Make sure you don't stay up too long down there! I don't want you falling asleep on that old couch again!" May told him.

"OK!"

May sighed. "That boy."

Ben chuckled, nodding in agreement. "Like father, like son." He said as he took a bit out of his meatloaf, holding in a cringe at the taste. He didn't understand how Naruto could eat this. He loved his wife dearly, but her meatloaf was her biggest failure.

* * *

With the approval of his aunt and uncle, Naruto had turned their basement into his own personal lab. Old boxes were either thrown out, sold in a garage sale, or put in a personal storage. With the big space, he put in several old computer monitors that belonged to his parents and his uncle's that he no longer used. Naruto bought the latest Stark Industry server for fast processing. He also had a work shelf at the side for when he wanted to invent something, two wide chalkboards which had formulas his father worked on but next got to fix, and had brought the old couch down for when he wanted to relax.

There were a few boxes kept down here, holding his father's old books, journals, and equipment. And a few photo albums of his mother's.

He also had a radio for music, a small tv for news watching, and even a projector for videos or movies.

Sitting down on his rolling chair, he rolled over to his computer. Grabbing an earpiece, he put it on. "Main Server: Online." He commanded, his voice controlled server turning on. "System on. Password code: Pouting MJ looks like a chipmunk." Instantly, his monitor turned on, displaying a wallpaper of his parents in their wedding day, smiling at the camera. Smiling at the picture, Naruto silently gave his prayer. _'I miss you guys. I love you.'_ Shaking his head from the sad thought, he stood up. "Play Richard Parker's record where we left off." He commanded. Instantly, a recording played, the sound coming off the speakers placed at the corners of the room.

 _"This is Richard Parker. This is entry #15. It is 6:36 pm, October 5th. I have lately been studying the camouflage mechanism of Chameleons."_

Naruto put on his father's glasses, the blurry vision instantly vanishing and showing clear vision like a camera. He stepped in front of the board, looking at the formulas. "Alright dad, show me what you need fixing."

* * *

With his headphones over his ears, Naruto stepped off the bus, MJ right behind him. Blue eyes rolling up, Naruto stared in awe at the tall and big building in front of him. It felt like a dream come true for him. He was actually in an advance science center, home of technology so advanced, they were not seen anywhere else. Even Tony Stark didn't have some of the tech here.

MJ chuckled at the look on her friend's face. She knew he was having a nerd moment. This was heaven for him.

"Somebody pinch me, cause I must be dreaming...OW!" He immediately regretted his statement as he sent Mary Jane a soft glare, to which she replied with an innocent look. He grumbled something along the lines of "Minx" as he rubbed his elbow where she pinched him.

"Naruto, you're drooling." She pointed out the slight drool on the corner of his mouth. As the blonde cleaned his lips, MJ looked around, seeing all the students get off the bus and gather around, the instructor up front. Her eyes also took in the large building they stood in front of.

She could now see what had made Naruto daze.

The building was epically tall, as tall as the Empire State Building. It reached all the way up to the clouds! She could barely see the roof edge. Seeing how big it was, she knew it would have taken decades to build such a thing.

"Alright people! Gather around!" The teacher called out. Naruto and MJ moved up to the front. The teacher waited until everyone was gathered. "Alright, we will head inside and meet with our guide. I want everyone to be on their best behavior." At that, she sent Flash and Kong a warning look. She did not forget what they did on their last field trip.

Said teens tried to look innocent. And failed.

"Stick together, and don't wonder off. Follow all the rules and don't touch anything." Giving the students one last stern look, they headed inside. When in the met the guide, a cheerful Asian woman wearing a lab coat.

"Welcome to Oscorp Science Center. This is where Oscorp makes great discovering which work to improve how people live their lives." Beginning the tour, the guide led the group into the building. Naruto and MJ were in awe at how massive the inside was. As the tour went, the guide talked about the history of the center and all the genetic and medical breakthroughs. However, only Naruto, and Mary Jane to an extent, were paying attention, everyone else was finding it too boring, and were just happy to not be in class.

Event he teach was barely holding on to staying away.

They went up to one of the upper floors, into a work station. "Currently, our lab is studying a new experiment. One helped begin by a Doctor Curt Connors."

"Cross-Species Genetics." Naruto muttered, making Mary Jane look at him.

"What?" She asked him. Making sure no one was hearing them, Naruto looked at her, his voice low.

"Doctor Connors studies Cross-Species genetics. To, um, be able to transfer animal or any other species' DNA into another lifeform. Intentionally creating a new species. It's kind of like a hybrid, or that old chimera story. A being with the DNA of other species."

Mary raised a brow at her best friend. "How do you know all of that?" She asked, a bit weirded out.

"I read it online. It was also in my dad's journal. He used to work with Doctor Connors in the Cross-Species Project before he died. Though it said that he stopped the project before it got too far. It didn't say why." He finished, looking at the display monitors on the walls as the tour guide explained a bit on the Cross-Species Project.

He had been following Dr. Connor's work for a long time, being one of his heroes. At the top of the list, was of course, his father, followed by Curt Connors, Reed Richards, Tony Stark, Bruce Banner, and Otto Octavius.

"So what? You're trying to make freaks? Like those mutants?" Flash said, causing some muttering amongst the students at the thought of Oscorp creating mutants. Naruto shot him a glare. Unlike others, Naruto didn't see a problem with mutants. And neither did Mary Jane. To Naruto, mutants were just as human as anyone else!

The guide shook her head. "No, you misunderstand. We are looking to discover the secrets hidden in the animal kingdom, and reproduce certain genetic attributes."

Naruto raised his hand. The woman nodded to him. "You mean, like when a woman gets Parkinson's when the brain cells that produce dopamine start to disappear. However, there is a species, the zebrafish, which has the ability to regenerate cells on command. If you are able to somehow pass that ability to the woman, she will insentiently cure herself."

The woman smiled in surprise and impressed at the teen's intellect. "Very observing. Yes, something like that is the goal of our Cross-Species project. Very good, Mr..."

"Parker." The teacher answered, a proud smile on her face. "One of our school's best and brightest."

" _*cough*Nerd*cough*"_ Flash muttered, making some students chuckle. MJ shot them a glare. Naruto didn't care. He was proud to be smart like his parents.

The guide nodded, still smiling at Naruto. "Well, it is the 'nerds' as you put it, that help out race advance." She then turned to the group. "Now then, there is something I must check. Please feel free to look around. But do not disturb the workers, or mess with anything."

With permission to move around, the group separated into groups and went their own way. Naruto, Mary Jane, and Harry – who had been in the back, looking bored – were looking at the cases that held some spiders.

"Wow, creepy." Mary Jane muttered as she kneeled closer to take a look. She jumped when she felt something tickle the back of her neck. She glared at the chuckling Naruto. "SO not funny, whiskers!" She hissed at him.

Shrugging, Naruto pulled her back a bit. "Careful, red. You don't want to accidently tumble the cages down and release the spiders. Do you?"

Shivering at the horrifying thought of spiders crawling all over her, Mary Jane nodded and stepped back.

Still chuckling, Naruto looked around the place. "I definitely want to work in a place like this one day." He said, looking at all the high-tech equipment at the back and corners, protected behind glass.

Harry chuckled at his buddy. "I'm sure you will one day, Naruto. I'm pretty sure you'll be getting scholarships and invites with your big brain." Mary Jane nodded in agreement. Her friend was really smart, and no doubt would get into high colleges with his grades and smarts.

Shrugging, Naruto looked at a monitor next to the spider cases. "Says here that the spiders are also part of the Cross-Species Project. They've been injected with some kind of formula, making them "radioactive" in a sense, and it could be dangerous if bitten by one."

MJ shivered as she looked cautiously at the caged spiders as they jumped are crawled on the glass. Naruto saw this, and put a hand on her should. "Don't worry Red. These people would be crazy to put experimental subjects out in public. In fact, there's a note here that says that these are just regular spiders. No doubt the experimental spiders are kept in a storage, or something." He said, making the redhead sigh in relief. Seeing her calm, he nudged her. Looking at him, she saw him hold up the camera he brought, haven gotten permission from the guide. "How about some pictures? Or are you still camera shy?" He teased. She rolled her eyes, she hasn't been shy since she was a kid. Nodding, she smiled at the camera as Naruto stepped back while she posed in front next to the cages.

Meanwhile, moving through the scattered students, two men in suits, one carrying a briefcase cuffed to his wrist, made their way to the restricted area. Entering a hall, they stopped in front of a locked steel door, with an electronic pad key on the side. Putting in the entry code, the door slid open. Entering, there were two doors, one at the other end leading into a chamber in blue lighting, and another one at the side.

The men entered the side door, where insider was a hall with a wide display window into the other room. Walking down, they glance at the window, where men in hazmat suits monitored the machines which were stretching web-like substances. The previous door had been the entry into the chamber to where the experimented spiders were kept.

Ignoring the work, they entered the room at the end of the hallway. It was an office to the leader of the project they were here to receive the progress off. The man saw then as he stood in front of his computer, and stood up, nodding in greeting at them with a nervous smile. Without a response, they stood in front of him.

"We're here for progress report." The one at the left, without the briefcase, spoke, his voice stern.

Gulping nervously, the man nodded. He gestured out the side window, to where it displayed the machines stretching the web. "W-Well, as you can see, the webbing from the genetically enhanced spiders are showing great progress. They are as durable and strong as cables, yet as light as ordinary webbing."

The man cut him off. "We are not here for _that_ , Professor. What is the progress in gene-splicing?"

"We-Well..." The professor stuttered. "We were successfully able to add in the DNA of different arachnid species to 3 out of the ten spiders picked. Progress is good."

"And is it compatible with the Cross-Species Project?" The man in the suit asked.

Here the prof gulped, fixing his collar nervously. "Unfortunately, as you know, we have chosen the spider class, because it would make it easier to Cross-breed. However, when we tried it, the test subjects have all died. As you know, the formula had been taken from Curt Connors, and Richard Parker's work. However, we have only received the first half of the formula, and Curt Connors has shown to not know the second half. All of Richard Parker's work has vanished after his death. Without the second half, it is impossible to correct the errors."

"Mister Lee." The man said, his voice hard and threatening, making the professor tense. "May I remind you that Mr. Osborn is demanding for the project to be finished within a month's time?" He said, making the man nod in understanding. Looking at the man at his side, the first suit nodded.

The second man put the briefcase on the desk. Reaching into his pocket, he pull out a small key and uncuffed his wrist. Putting in the combination to the lock, he opened it and turned the case around, displaying what was inside to the scientist. The man's eyes widen at what he saw inside. Reaching in, he pulled out a file, opening it up, he looked through the papers, his eyes widening more as he looked on. "I-Is this?"

"If you require a substitute, you will use _this_." The man said. Lee looked at the two in shock.

"B-But, how did you get _this_."

"That is none of you concern, Professor. Just finish the Cross-Species Project. Or you're fired." The man said, before the two suits left the office, leaving behind the shocked professor.

Back outside, Naruto continued to take pictures of MJ, who posed next to a large machine, pointing at it with a smile. "C'mon MJ! The camera loves you!"

Mary Jane laughed in amusement. "Ok, Naruto. I think that's enough pictures of me." She said with a smile.

The blonde Parker shrug. "Ok then...now you take pictures of me while I pose sexy!" He said with a joking grin, making her roll her eyes at him. Harry laughed at that.

"I'm pretty sure _a lot_ of girls would pay a lot to have a picture of you, Naruto." He stated, with the blonde nodding. However, behind them, Mary Jane narrowed her eyes in annoyance.

She knew full well that Naruto was one of the most sought after boys in school, his handsome looks and kind nature attracting women like flies. Hell, she even saw a few of the female teachers eyed him a couple of times! And she hated it!

She won't lie. She herself had a crush on the blonde back when they were kids. She still does! However, any hints she gave Naruto, went right over his head. So she stopped trying for a bit. Doesn't mean she was going to let some _sluts_ pin after him!

She even knew that Liz had a thing for Naruto, before and even after she began dating Flash. But like always, Naruto didn't notice. Which was a good thing for Mary Jane.

Argh! Not only was Naruto so oblivious to a girl's feelings, but his kind personality will no doubt keep pilling in competition, until someone actually gets him!

 _'And heaven or hell, that's going to be **me**!' _ She mentally swore. She just needed to find the right time to tell him.

Naruto and Harry looked at Mary Jane as she grinned in an eerie way. Sharing a glance, they shrugged.

Girls...

"So Naruto, how's that job hunting thing going?" Harry asked as the three moved to check out the other displays. Naruto sighed.

"Not good. My only options are Pizza delivery, or working as a photographer for the Daily Bugle."

Snapping out of her daydream, Mary Jane looked at him in confusion. "What's wrong with the second choice? The Daily Bugle cover some great news." She said. In fact, she herself wished to work there one day as they were one of the top five news businesses in Manhattan.

Naruto nodded. "That's true. However, it would mean that I would have to work for J. Jonah Jameson." He said, scoffing as he crossed his arms. "He's nothing but an egotistical jerk who only wants to make people look bad. I mean, have you seen he's last headline? _"Orphans cluttering the streets! No room in society!"_ That guy likes writing false news more than he likes hearing the sound of his own voice!" He argued.

MJ raised a brow at his heated comments. _'Wow. He must really not like Jameson. Then again, the guy **did** try and force a comment from him when his parents died.' _That...was **not** a good day. For either Naruto or Jameson. For a 4 year, Naruto sure did had a strong right hook. A painful one, especially when struck in the balls.

It was a bad day for Jameson.

And it was a bad-then-turned-alright day for Naruto. Nothing like punching a jerk in the balls to make someone happy.

"Then what are you going to do? You said it yourself you wanted to earn enough money to buy a motorcycle, or something. _Still don't know why_." She said, muttering at the end, but Naruto heard her.

"I told you, I hate taking the bus. I either find myself seeing next to a fat guy, or a crying baby whose mother ignores it. I just can't deal with it." He said with a sigh, making Harry roll his eyes.

Meanwhile, at the back restricted area, one of the workers in the hazmat suit came out of the room. However, the man had forgotten a strict rule when in the lab, always get disinfected. And because he didn't, he had an extra guest. On his shoulder, a small spider crawled down his back and jumped down to the ground. It scurried off, moving quickly around the giant feet of the many people and made it to the wall. It began climbing the wall and headed to the ceiling.

Naruto sighed as he leaned against a ceiling post as he watched Flash and his buddies messing around with each other. Idiots were going to break something, in science lab with chemicals and other fragile and dangerous equipment! _'I'd be surprised if the idiot lives to his 30s, or doesn't wind up in jail.'_ Mary Jane and met up with Liz and the two went somewhere else. Harry went to get him and Naruto a soda from a vending machine he spotted out in the lobby.

Laying his head back, he let his mind wonder. His life was good. Sure his parents were dead, but he still had his aunt and uncle. He had Mary Jane and Harry. Sure it was tough growing up, being smarter than others often let to some bullying moments, but he pushed through them. He often wondered if his parents were proud of the man he was becoming, but knew that no doubt would be. He was going to honor their memories by becoming a great scientist like them. Still, he wouldn't mind some excitement in his life. Some adventure. He remembered when his father would tell him stories of the times he would travel around the world, learning new things, meeting people, and all. Though as the saying goes: _"There's no place like home."_ As his father always says, family and friends are forever, as home is where they are.

Harry approached him, carrying two cans of coke. "Here you go man." He said, getting the blonde's attention. Nodding in thanks, he grabbed his can. Popping it open, he took a sip.

"Hey Naru!"

Looking up, he smiled when he saw Mary Jane and Liz walking toward them. "Hey girls." He greeted. "How you doing Liz?"

"Okay. This place is pretty boring though." She said. Naruto chuckled at that. Hey, science wasn't for everyone.

"Well, at least we aren't in school." Mary Jane said, making Liz agree with a giggle. Rolling his eyes, Naruto took a sip of his soda.

Unknown to the group, above them, the escaped spider hovered over them from a metal bar. Its eight eyes looked down at them, in particular, the young blonde. Its primal instincts were drawn to him for some reason. Slowly and carefully, it created a web line and began to lower itself down to them.

"Alright everyone!" Looking up, the four teens saw the teacher. "Gather around. We'll be heading up to the top levels to see more."

A few students groan at that. Rolling his eyes, Naruto took another sip. Pushing off the wall, he and his friends approached the gathering group of students. He grunted as Flash pushed past him roughly. He glared at the back of the taller blonde's head. _'Asshole.'_ He felt an arm wrap around his shoulder. Turning his head, he smiled when he saw Harry. Chuckling, he wrapped an arm around his pal's shoulder too.

The students were soon gathered in front of the teacher. "Alright then, let's get going."

Mary glanced at Naruto as the group began walking. "So Naruto, you enjoying the trip?" Naruto chuckled, nodding as he raised his can up to his lips.

"You know it is!" He said with a grin.

"Well, enjoy it while you can, whiskers." MJ replied with a chuckle. Naruto scoffed a bit.

"Damn well I will!" He said, and was about to take a sip, when...

 **"AAAAHHHH!"**

Everyone jumped at the scream and snapped their heads back. Mary Jane gave a cry of shock and surprise, jumping back. Harry's eyes widened as a gasp left his lips. Many of the students shouted in surprise while some nearby employees jumped, objects in hands falling and crashing into the ground.

The cause?

Naruto screamed loudly, his can falling to the ground, spilling the left over soda as he held his right hand up, showing a spider which was biting the back of the hand. He screamed as pain began to course through his body. Gritting his teeth, he swiped his hand around, trying desperately to get the spider off. With his other hand, he swiped at the spider, successfully pushing it off and sending it flying somewhere, he didn't care where. All he focused on was the great amount of pain coursing through his body. He gritted his teeth hard, his vision blurring. His eyes dilated as his head pounded. He swayed in his step as the room span. Eyes rolling, he could barely hear the worry filled voice of Mary Jane, before he fell backwards to the ground, his vision turning black.

"NARUTO!"

* * *

 **End of chapter 1 of my first ever Naruto/Spider-man fic.**

 **I'd tell you, I've always wanted to make a Naruto/Spider-man, and I am without doubt, that this will turn out great!**

 **Like _A pirate's life for me_ and _Rise of the Digimon King_ , this will not be just one source centric fic. I'm using ALL the Spider-man franchise. So expect scenes and content from the comics, animated shows, movies, and games.**

 **Now, as stated – by me – this will be a harem (because once again, I'm a pervert XD). DO NOTE...that it is not set in stone. Some might be taken out or exchanged, or even added in. But the LIMIT is 20. Or as around it as I can get. And most are already pseudo chosen, with a few spots left open. So please review who you'd like to see. More than 10 votes on the same character puts her in.**

 **GUESTS DON'T COUNT! It has to be legit.**

 **Some are CEMENTED, meaning that they are surely in.**

 **Alright, so currently, the initial harem is:**

 **Mary Jane Watson (** cemented **)**

 **Gwen Stacy (** cemented **)**

 **Liz Allen (** cemented **) –** note, she has an important role to play in the story.

 **Felicia Hardy / Black Cat (** cemented **)**

 **Anya Corazon / Araña (** debating **)**

 **Angelica "Angel" Jones / Firestar** _Earth-8107_ **(** cemented **)**

 **Jessica Drew / Spider-Woman (** debating **)**

 **'Naruko' Parker / Spider-Girl – genetic clone of Naruto Parker/Naruto's 'sister'** _Peter Parker Clone (Jessica Drew) (Earth-1610)_ **(** debating **)** – some 'incest' action if people want it.

 **Jean Grey / Marvel Girl / Phoenix** _X-Men: Evolution setting_ **(** undecided, but might be cemented **)**

 **Katherine "Kitty" Pryde / Shadowcat** _Earth-1610_ **(** cemented **)**

 **Doreen Green / Squirrel Girl (** cemented **)**

 **Cindy Moon / Silk (** debating **)**

 **Jennifer Walters / She-Hulk (** cemented **)**

 **Gali / Galacta (** debating, might be cemented **)**

 **Adriana Soria** (Earth-616) **/ the "Spider-Queen"** **(** undecided, but probably **)**

 **Bride of Nine Spiders** **(** Earth-616 **) (** undecided, but probably **)** – _I'm thinking of having a "tournament" to decide who will be Naruto's "true Spider-Queen". His **Spider-Bride**. Makes things interesting. XD_

 **Ava Ayala / White Tiger** _Ultimate Spider-man (Earth-12041)_ **(** debating **)**

 **So that's the current listing (17). Subject to change as the story continues until I decide on the FINAL listing. So let me know your thoughts, and who you would like to add and I'll think about it.**

 **NOTE! There ARE some that I'm debating on adding, like:**

 **Natasha Romanova / Black Widow** (appearance of Earth-101001) – I think I might put her, as I think it could work with her as his S.H.I.E.L.D. trainer.

 **Silver Sablinova / Silver Sable** (appearance of Earth-1610 or Earth-71002) – Debating as she will be his enemy, and at times, ally. Maybe a secret lover? Or 'Enemies-with-benefits'? Could make things interesting.

 **Susan "Sue" Storm / Invisible Woman –** Though she won't be VISIBLE (not a pun) the official harem if decided, as I don't want the Fantastic Four disbanded. She will probably be like Silver, and made a secret lover/friends-with-benefits/sex friends behind Reed's back. It won't be like in the Ultimate-verse, Earth-1610, where Reed Richards turns evil. Just that he will focus more on his work than on Susan. I love the FF and want to keep the team together.

 **Janet van Dyne / Wasp –** considering what an asshole her husband Hank Pym is, I'm leaning to a sure in for the Harem. I'm thinking of making her and Naruto secret lovers at the start, before making them official. SPOILER: There will be Hank Pym Bashing.

 **Let me know your thoughts.**

* * *

 **Also, I'm a visual reader, so I picked the appearances of the characters:**

 **Mary Jane Watson** **: Earth-616 (link in profile)**

 **Aunt May** **:** **Earth-12041**

 **Uncle Ben** **: Earth-1610**

 **Harry Osborn** **: Earth-1610 / Earth-12041**

 **Flash Thompson** **: Earth-12041**

 **Kong** **: Earth-26496**

 **Liz Allan** **: Earth-26496**

 **Randolph Robertson and Sally** **: Earth-26496**

 **So those are what these characters in the fic look like if you want to know.**

 **So, next chapter Naruto gets his first experience with his powers, and we might see the first costume. See you then, True Believers!**

 **R &R**

 **Ja ne!**


	2. Along came an itsy bitsy spider

**Disclaimer: ... _(Juubi looked at the camera)_ "Huh?"**

* * *

 **Chapter 2: Along came an itsy bitsy spider**

* * *

Naruto groaned as his senses came back to him. He raised a hand to his head, which felt like it was pounding like a drum. _'Damn, what the hell happened?'_ He thought, waiting for the pounding in his head to clear. Last thing he remembered was a spider biting him on the hand, an incredible pain, and then darkness.

Grunting, he sat up, holding his head. Damn spider. It better had not been poisonous. That would suck. He then remembered hearing Mary Jane's voice before he blacked out. _'Crap. She must be scared to death. Not to mention Aunt May and Uncle Ben if they were told. Better find them and let them know that I'm okay.'_ It was weird, other than the headache, he didn't feel any pain. Maybe an antidote?

Massaging his head, he blinked when he felt a strange _wetness_ on his butt and back. And moving his hand, he heard a distinctive _swish_ of water. Looking up, his blurry eyes soon cleared, before widening.

Last he recalled, he was in the Oscorp Science Center, so where the hell was he?! Looking around, he saw that he was in what looked like a large dark sewer. _'Oh my god! Did they think I was dead and dumped my body down the sewer to cover their tracks like in the movies?!'_ He thought in horror, before shaking his head. No way would they do that...he hoped.

Looking down at the water he was sitting in, he was disgusted when he realized that he was sitting in sewer water. Quickly getting up, he brushed the back of his pants to try and dry them a bit. Only to blink in surprise when he felt the back of his pants and shirt completely _dry!_ Not a wet spot to be found.

Blinking in confusion, Naruto looked. "Is this...a dream?" He muttered, rubbing the back of his head.

The sewer was big and wide, as big as his room. There were large pipes lining the walls, and looking at them, he saw that they had a strange glow to them. There were two sets, pipes that glowed yellow, and another, larger pipe that glow a deep red. They ran the walls, heading into the dark shadows in front of him.

"Where am I?" He asked, hoping to find a way out as he looked around. Looking up, all he saw was a seemingly endless darkness, not ceiling to be spotted. He closed his eyes. If this _was_ a dream, than he should be able to wake up. Scrunching his eyes, he then opened them.

Still in the sewer.

Sighing, he tried to figure out what to do now.

 ** _Grrrrr..._**

The blonde Parker jumped at the inhuman growl that echoed all around him. Looking around nervously, he tried to figure out where it came from. No such luck. Gulping, he cautiously began walking forward. It was best not to stay in one spot with whatever was making that noise around. As he walked, hoping he wasn't accidently heading into the direction of the **_beast_** , he kept an eye out for any signs of exits.

Walking in the darkness, down what looked to be an endless hallway, Naruto only got more and more nervous. Just where was he? This was a dream, right? Right? If so, then why wasn't he waking up? It felt like one, as he felt like he was walking for hours. He was beginning to fear that he would be lost forever, as he wandered the darkness.

Suddenly, squinting his eyes, they widened when he could faintly see a small speck of light. Relief feeling him, he began running fast to the light, hopping it was a way out of here.

Once he reached the light, his relief left him when he saw it wasn't a way out. Disappointment feeling him, he walked cautiously into a large chamber, as least that's what it looked like. It was as big as the inside of the Science Center, very spacious. It was a bit brighter, the room shined in a dull pale yellow light. He looked around in confusion. There were walls made of smooth stone, yet as he looked at them, he saw that the room was covered a bit in spider webbing on the walls and corners. A lot of small spiders crawling around, making his shiver as he unconsciously rubbed his hand.

Great, just what he needed. _More spiders._

He halted in his step when a large spider, as big as his hand, crawled in his path. It didn't even look at him as it moved on, making him raise a brow. He looked at all the spider, wondering where he was for there to be so many. Maybe an abandoned sewer plant? Or if this was a dream, it was a weird one.

Shaking his head, he kept looking around. Suddenly, something caught his eye. Looking straight ahead, he blinked in surprise when he saw a **humongous** cage, bigger than even the Science center!

"Holly shit! I think I just found Godzilla's cage!" Naruto said. He jumped when he heard the low and dead growl. The _same_ growl he heard before!

 _Crap_

Keeping a wary eye in the large cage, the inside filled black with shadows, Naruto slowly began to walk backwards. There was no way he was messing with whatever was inside that cage. _'I am not going to be lunch for the steroid sewer gator!'_ He thought. Just as he was about to reach the chamber entrance, just as he was about to be in the safe zone, he suddenly screamed!

"AAAAAHHHH"

Screaming in pain, Naruto fell to his knees, grabbing his head as he felt a massive migraine appear. It felt like he was having a sonic emitter activate inside his skull, while at the same time his head felt like it was being assaulted by sledgehammers! "GAH!" He tried to fight through the pain, but it was too much!

 ** _ROOOOOOAAAAAARRRR!_**

Eyes widening, Naruto struggled through the pain enough to raise his head. It was then that he saw something that would no doubt hunt his dreams.

An eye.

A **massive** eye, as big as a full grown man. Red as blood with a vertical slit pupil, piercing through the darkness of the cage, glaring at him with so much hate and anger, it nearly drowned him.

 **"BOY! I WILL RIP YOU TO SHREDS AND ESCAPE THIS PRISON!"**

Naruto gasped, his breath caught in his throat, when a heavy and dreadful felling smashed down on him. He fell to his hands as he felt like he was being crushed hard by gravity. His stomach acids struggled to crawl up his throat at the force. Even still, Naruto never looked away from the large eye.

What was this thing? What was this monster? Just where the hell was he?!

The beast gave an earthshaking roar, making the blonde teen cover his ears. **"YOU CANNOT KEEP ME HERE FOREVER, YONDAIME! I WILL BREAK FREE AND DESTROY THIS PATHETIC HUMAN! MARK MY WORDS!"**

Suddenly, Naruto's vision turned dark.

* * *

 ** _New York Hospital_**

Snapping his eyes opened, Naruto gasped hard for air. His heart raced and forehead sweated as his mind stilled on the frozen image he last 'saw'. That large eyes glaring at him, and the heavy feeling of death washing over him. Gasping for breath, he slowly began to calm down.

As his senses awoke, he know realized his location. The white walls and medical equipment let him know he was in a hospital room. _'Please let this be real.'_ Naruto thought hopefully, not wanting to face something like that monster again. With a grunt, he sat up. His muscles hurt and were stiff. He smacked his dry lips. God he was thirsty.

Just then, the door opened making him turn to it, and saw a young nurse walk in to do her checkup. Looking up, she stopped in her tracks when her eyes connected with him. The two stood silently, looking at one another. Blinking, Naruto cautiously raised a hand at her.

"Um...hi."

Gasping, the nurse dropped her clipboard and ran out the room, making Naruto sweatdrop. _'Was it something I said?_

Minutes later, the nurse returned with a few doctors. Naruto tried to ask something, but was ignored as the doctors checked his vitals. They kept pocking him and flashing lights in his eyes. All in all, it was _really_ annoying.

Luckily, the soon finished, and silently left the room. Raising a brow after then, he sat alone in confusion. _'What the hell was that all about?'_

The door then opened again, making him dread another _thorough_ check up, but smiled when he saw it was his Aunt May, Uncle Ben, and Mary Jane, the females having tears in their eyes as they looked at him.

"Hey guy." Naruto said, smiling at them. He then oofed when his aunt and best friend tackled him in a tight hug, making him groan. Though he softened when he heard them sobbing. He wrapped the two in an embrace. He smiled at his uncle, who smiled happily at him, glad that he was okay as he ruffled his blonde locks.

Once May and Mary Jane got a hold of themselves, they sat in chairs beside his bed, aunt May sitting on the bed beside him, holding him like a mother as she ran fingers through his hair.

"So, what happened?" Naruto asked. Mary Jane frowned, her eyes glittering in tears.

"Well, after you got bitten by that spider, you passed out. Your body was twitching and spazzing like you were having a seizure. The teacher and workers called the hospital and you were rushed over her. You were unconscious for _three weeks!_ A lot of the time you spazzed out! I thought that-" she stopped, biting her lip. The image of a spazzing Naruto on the floor, eyes rolled up would haunt her dreams for many nights.

Naruto's eyes widened. Three weeks! Looking at the side, he blinked when he saw a large assortment of gifts gathered at the front of the room. Aunt May saw where he was looking at and explained.

"Your friends from school always appear to wish you well." She said, making Naruto nod. He saw Get Well cards, balloons, even a giant teddy bear, much to his embarrassment, from Liz as said in the card on it. To his surprise, he saw a gift basket, and from the card, it was for Flash.

 _'Awh! So the big idiot **does** care.' _He thought humorously at the thought of his ex-friend and bully.

"You have everyone worried sick, Naruto." Ben said. When he and Mary got the call from the hospital about their nephew, they literally dropped what they were doing and rushed over. When they say Naruto in the hospital bed, twitching like crazy with doctors all around him struggling to hold him down, they feared the worse. It was bad enough they lost Richard and May, they didn't know if they could last losing the boy they loved like their own son.

Naruto frowned and rubbed the back of his head. He didn't mean to worry his aunt and uncle, especially his aunt may. Sure he didn't have much of a choice in getting bitten by a spider, but he hated worrying the people who practically raised him since he was 4. "Sorry." He muttered.

May smiled at her nephew, glad he was okay. Tightening her hold in him, she placed a kiss on the top of his head. All that mattered was that he was okay. "When we get home I'll make you some oatmeal." She told him, making him nod.

Once Naruto was given a few more checkups from the doctor to make sure everything was working alright, he was free to leave. Other than a big appetite, Naruto felt good. Better even. He felt completely healthy and fit. Once he got home, Naruto ate three bowls of oatmeal, three pounds of meatloaf, and five bowls of ramen, much to his aunt and uncle's shock.

Even though he was given a clean bill, Aunt May forbid Naruto from going to school or his lab for the next few days. She would have made it a week, but Ben made her change her mind. So being forced to rest by his aunt, Naruto laid in his bed, reading a bit from his dad's journal. However he found it hard to concentrate as his mind kept wandering back to the strange dream of the monster. Just what was that about? With a sigh, he shook his head. He's been reading too many comics. He turned over on his back. Laying an arm over his eyes, he decided to take nap to ease his slight headache.

* * *

 ** _Oscorp_**

Norman Osborn was a man of business. To him, maintaining his company was _top priority_. Don't get him wrong, he still loved his wife and son...to an extent, but the company had to come first. After all, he spent his life bringing himself to where he was now, and had to make sure **nothing** ruined his hard work.

"The techs in the lab are showing better progress in the Cross-Species project with the addition of the new _formula_." Sitting behind his desk, Norman listened to the report one of his man gave. He nodded in satisfaction.

"Good, make sure they finish testing within a _month_. Let them **know** it is _crucial_ that the project be 100% productable. Let them know I **want** it finished." Norman ordered. The man nodded.

"Of course sir. There is one more thing to report." Norman nodded. "I'm not sure of you read the report, but three weeks ago in the Science Center, one of the students taking a tour had accident with one of the specimen." Norman raised an eye brow, gesturing for the man to continue. "He was bitten by presumably one of the spiders on display. A mister...Parker."

Norman blinked in surprise at that. "Parker...Naruto Parker?" He asked, receiving a nod. He knew Naruto, he was Harry's best friend. He had met Naruto himself the same day Harry did. The kid was on his way home on a rainy day when his bike broke. It just so happened that he and Harry were on their way home in a limo when they spotted him. Harry made the drive stop and decided to help Naruto out by giving him a ride, recognizing him from school. Norman could say he liked Naruto. He was very smart, not as smart as his father, Richard Parker who Norman knew _very well_ , but the boy had much potential.

"Yes sir. The spider bit him and made Mister Parker have a seizure. Calls for medical assistance were made and he was transported to the hospital. I've taken the liberty of assigning men to watch his recovery progress. He was signed out with a healthy bill this morning."

Norman frowned. This event could be bad publicity for his company. He would need to fix this before it got bad. "Have all the medical bills covered and some money transferred into the Parker's account. Also, no doubt the news would approach me about this. Have a press conference schedule. We need to keep out image good."

"Understood, sir."

"And keep an eye on Mr. Parker. This may be an accident, maybe not. Any incidents with the Science Center cannot be taken too lightly."

* * *

 ** _Three days later – Midtown High_**

With the aunt issued home imprisonment over, Naruto returned to school. However, his day back was one that was uncomfortable. As he walked down the hall, he was given a wide space by the other students. The rumor of his accidents had spread like fire to the whole school, everyone giving him weird or concerned looks.

"Hey, you hear what happened to Naruto?"

"Yeah. People said that he was poisoned by a spider and was taken to the hospital. It was pretty bad."

"I heard he almost died."

"You think he's got a disease from the bite?"

"I'm surprised he actually got better and came back to school. He's been in a coma for three weeks."

Naruto sighed at all the talk happening around him. Making it to his locker, he slammed his head against it. As if his school life wasn't bad enough. In middle school he got into a fight with some bullies who were picking on Mary Jane. It made him very angry and he attacked the boys – who were a few years older than him. End result, he got a few bruises, while the three guys were bleeding and had broken arms. He was called a _"freak"_ and a _"berserker"_ as he showed a lot of anger. It was worse as it was his dead parent's anniversary and he was in a bad mood.

His uncle Ben had helped him with his anger by putting him in boxing classes and martial arts to help calm him down. He would never forget the words Uncle Ben spoke to him.

"Naruto, I know that life is hard. I also know that you miss you parents very much. But know that they wouldn't want you to cry their loss forever. You know, that they would want you to keep moving forward. They will never truly be gone, as long as you remember them and cherish your memories of them. You also can't let your anger get to you. You have a great mind and heart. I've seen you. You have a power to love and protect. Like your father, you will one day be able to help a lot of people. Always remember, your heart and mind are your greatest power. And always remember. With great power, comes great responsibility."

Naruto would never forget his uncle's words. From then one, Naruto would always keep control over his sadness and anger, knowing it wouldn't be something his parents would want. It worked, but he was still avoided in school. It only changed when he hit puberty and grew his looks, as well as began studying serious to increase his grade.

Naruto felt a nudge in his side. Looking up, he saw Mary Jane smiling comfortably at him. Behind her was Harry, also smiling at him. "Glad to see you're back on your feet, whiskers." MJ said.

"Glad you're okay, Naruto. You sure had everyone worried." Harry said.

Naruto smiled glad to see his best friends weren't avoiding him. "Yeah well, other than a slight headache, I'll totally fine." He said, grinning at them. However, Mary Jane frowned when she heard about the headache.

"Really? Maybe you should take the day off too. Get some more sleep." She suggested, not wanting the blonde to stress himself out.

Naruto shook his head. "Don't worry, Red. I'm fine!" He said, but it didn't made MJ feel any better as she looked worriedly at him. Rolling his eyes, Naruto wrapped an arm around her in comfort. "Listen, if I begin to feel worse, I'll go home. Okay?" He offered.

While not much better, Mary Jane nodded, knowing Naruto was too stubborn to take a sick day for his health. Chuckling, Harry moved to Naruto's other side, with the blonde wrapping an arm around his shoulder too. The three sharing a laugh, the moved out to head to class.

However, Naruto suddenly felt a strange sensation. It felt like a _buzz_ at the back of his head. Eyes widening, his body seemed to react before his brain did, and pulled Mary Jane and Harry down a bit with him, making then yelp in surprise. Over them, a football sailed over, and hit a teacher in the back of the head.

"AH!" The teacher shouted in surprise. Turning over as Naruto, Harry, and Mary Jane stood up, the latter two looking at Naruto in confusion. The three turned around as well, and saw Flash with his arm held out at them, a surprised look in his face.

"MR. THOMPSON!" The teacher shouted at the quarterback as he marched toward the blonde. While Flash was being scolded, Harry and Mary Jane looked at Naruto.

"Wow Naruto, nice move." Harry said, surprised at Naruto's lucky move. Naruto just blinked, still surprised and confused at what just happened.

Mary Jane nodded. "Talk about luck. It's like you knew Flash was about to hit us. How'd you do that?" She asked the blonde. Naruto looked at her, eyes slightly wide.

"I...I don't know..." He muttered.

* * *

Deciding to put the strange event behind them, the three went to class. Sitting in the class for nearly an hour, listening to the teacher drawn on, was a struggle not to fall asleep or get distracted easily.

However, for Naruto, it was much harder for him.

Leaning his head on his hand, Naruto groaned quietly as he massaged his aching head. It felt like an earthquake was rumbling in his skull. And was it just him, or was the teacher talking very load, even though he was in the _back_ of the classroom? From where he was sitting, it was like the teacher was talking right next to him. Not only him...

Eye twitching, Naruto looked at the clock on the wall.

 ** _Tick-Tock!...Tick-Tock!_**

It was listening to a mega speaker!

 ** _Bzzzzz!_**

Eyes moving, he saw a _fly_ flying at the corner, yet it was like it was buzzing right near his ear! What was happening? Blinking, he stared at the fly, which suddenly began moving in slow motion. His sight was also very strange, as from his place, his vision was similar to that of a magnifying glass, as to his sight, the fly _enlarged_ in size! His eyes tracked the slow pattern of its flapping wings, the twitch of its legs, and the slow, echoing buzz.

Grunting, he grabbed his head it he was assaulted with another round of pain. His ears began having an agonizing ringing, very loud and painful in his ear drums.

Everything was so loud! The ticking of the cloud, the teacher's voice, the tapping of a student's pencil against her desk, and the screeching of the chalk against the board!

Gritting his teeth, Naruto tried to drown all the noise off. It was easier said than done.

"…ruto...Naruto…Naruto!"

Eyes widening, the blonde shot his head up. All the noise just disappeared, just like that. Blinking, he looked up and saw the whole class looking at him. He saw Mary Jane looking at him in concern, Flash struggling to hold back his laughter, and the teacher looking at him in disappointment, with a bit of concern.

"Mr. Parker, while you may be one of the smartest students in school, it does not give you the right to daydream in class." The teacher scolded. Naruto chuckled sheepishly and rubbed the back of his head.

"Sorry, Mrs. Parkson. Um...may I be excused to the restroom for a bit? I need to clear my head a bit." He asked. The teacher nodded, knowing about the accident on the field trip.

"Okay. But if you're not feeling good, go to the nurse's office." She told him. Nodding, Naruto stood up, gave Mary Jane a soft smile, and left.

Walking the empty halls, Naruto massaged his temple. He then let out a gasp as a jolt of fiery pain coursed through his body. Gritting his teeth, he caught himself from falling by leaning against the lockers. Hissing, he held up his right hand. On the back of the hand, was the wart where the spider bit him. Moaning, he cradled his hand, feeling pins & needles in his arm. Gasping, he tried to keep his balance as his vision blurred. Keeping a hand on the lockers, he tried to take steps.

Today was just not his day.

He blinked, when he suddenly heard a noise. It sounded like _growling_. Eyes widening, he snapped around, the memory of his _dream_ coming back to him. Looking around in caution, he narrowed his eyes when he didn't see anything. He gasped when another jolt of pain stuck him. Again, he heard a **_dark growl_**.

 ** _Pathetic virus._**

"What?" He muttered, thinking he heard a voice. Eyes widening when another strike pulsed, he fell to his knees. He groaned as he wrapped an arm around his stomach, feeling a deep burning coming from it. "W-What's...happening?!" He gasped out. Unknown to him, his blue eyes flashed crimson red for a split second. As well as his whisker-marks growing bolder for a few seconds before returning to normal. His fingernails grew and sharpened into claws like a beast, looking to tear through skin and metal easily, then shrinking.

 ** _Hmmm. Interesting. This may prove to be...amusing. Let's see if you can live through this, boy. If so, this should prove entertaining._**

"Wh-Who...are you?!" He demanded, but didn't get an answer. Feeling another jolt, the blonde Parker tried to get up to his feet. Gritting his teeth, he put his hand on the lockers and tried to push himself up. It proved difficult and exhausting, but he made it to his feet.

His vision blurry from the pain, his eyes watery, but Naruto could faintly make out the exit. With one arm holding the lockers and the other wrapped around his burning abdomen, Naruto walked on wobbly feet toward the exit. A part of him told him to get to the nurse's office to get help, but another part wanted to get **_out of there_**! The walls felt too close, making him too boxed in. He could barely breathe! He needed air!

Making it to the doors, he pushed out, grunting when the sun hit him. He staggered across the courtyard, his head, his hand, his stomach; his **everything** was burning! He could barely see where he was going, his vision watered.

 **HONK! HONK!**

His head turning to the side, his eyes widened when he saw a car about to hit him! He barely registered a familiar tingling in his head from the shock, before again, his body acted subconsciously.

To Naruto, everything that happed next was like a blur. One seconds, he stared at the approaching cars, eyes wide like a dear. The next he took a step back and...

"What the hell?!" Naruto yelled in shock, looking after the car from where he was at. And where was he? _Sticking against the wall of a building across the street_ "Wha da! How did I?! How di-WHAT THE HELL IS GOING ON?!" Naruto shouted in fear, his mind and heart racing. To find yourself sticking to a wall like glue on his hands and feet **wasn't normal**!

Was he a mutant?! Was that how he was able to do this?! No, no! That can't be. Could it?

Hissing, he looked at his right hand, as the bite burned. Glaring at the wart, his eyes then softened and widened. He recalled the event. How that spider bit him. Not just that.

 _"Cross-Species Genetics." Naruto muttered, making Mary Jane look at him._

 _"What?" She asked him. Making sure no one was hearing them, Naruto looked at her, his voice low._

 _"Doctor Connors studies Cross-Species genetics. To, um, be able to transfer animal or any other species' DNA into another lifeform. Intentionally creating a new species. It's kind of like a hybrid, or that old chimera story. A being with the DNA of other species."_

"That spider...it must have been part of the **Cross-Species** Project!" Naruto said in realization. He needed to get to his lab and fast! Now if he just knew how to get down. At the subconscious command, Naruto yelped as he became unstuck. Yelling as he fell to the ground, he moved quick and grabbed onto a fire escape. Sighing in relief, he climbed up and took the stairs down. Making it to the ground, he made his way him quickly.

* * *

Making it to his house, he said a quick _"Homeearlywasn'tfeelinggood. I'llbeinthelab!"_ to his blinking aunt and uncle, Naruto sat in his lab in front of his microscope. He had taken a sample of his blood and was looking at it. What he saw shocked him.

His DNA was _changed_. It was as if the bite from the spider _added_ something to it. His molecules were different with new cells. Even with his experience in science and biology, he didn't think something like this was possible. Sure he knew Oscorp, Doctor Connors, and his father worked on this, but it sounded like it was something that would take years to accomplish.

 _'So then, how am I different?'_ He thought to himself.

Taking the sample out from under the scope, Naruto put his hand under the lens. Looking, he gasped when he saw small hairs growing from his fingertips. _Spider hair_. Similar to the hairs on a spider's legs that helped them climb walls, he had them too! Narrowing his eyes, he walked to the wall. Looking down at his hands, he gently pressed his fingers on it. Giving a gentle tug, he felt a slight suction. Pressing his other hand, pulled himself up. He gasped when he began _crawling_ up the wall like a spider! He was actually defying gravity hand his weight and climbing up the vertical surface with just his hands and feet!

Making all the way to the ceiling, he was amazed at what he was able to do. Only one thought went through his head.

 _'I've got to tell MJ!'_

* * *

Mary Jane Watson was Naruto Parker's best friend in the whole world. Since first grade, they have been inseparable. They would always be there for one another, even signing up for the same clubs and activities together. They had long ago made a promise to never keep a secret from the other, no matter how embarrassing. Hell, they even gave the other their first kiss.

 _Sitting in a bench at the park, a young 12 year old Naruto and Mary Jane sat uncomfortably. Looking at the other, they closed their eyes tightly, and puckered their lips. Leaning in, they pecked the other's lips. Eyes widening, they quickly separated and gagged._

The two would always worry about one another, such as this case as MJ was walking to Naruto's house with a frown. She was really worried when Naruto suddenly grabbed his head in pain in class. And he didn't come back after being allowed to go to the rest room. She feared something happened to him when she and Harry went to the restroom to see if he was still there. Harry went in, and came back out, saying he wasn't there. They checked the nurse's office, only to be told that Naruto didn't show up.

With Naruto's bag in her hand to return to him, she hoped he had instead went home. Along with his aunt May and uncle Ben, MJ has always been there for the blonde. She had hoped that when he left the hospital, he would be back to his annoying, silly, fun loving, and cute self.

Suddenly, her cell phone rang. Taking it out. Her eyes widened when she saw it was Naruto. She quickly answers. "Naruto?! Are you okay?! You didn't come back-"

She was cut off. _"MJ! Get to my lab as fast as you can! Hurry!"_ Was all she heard before she was hung up. Now she was really worried, so she began running toward the Parker house as fast as she could.

Getting there, she knocked loudly on the door. "Hello! Anyone there?!" She called out. After a few seconds of no answer, she tried the nob. It was unlocked. Gulping nervously, she opened the door and walked in. "Hello?! Naruto? Aunt May? Uncle Ben?" She called. The living room was empty, and it was dark. Shivering in fear, she cautiously walked it. Luckily she was a three year black belt in karate.

Looking around, she entered the kitchen. There was a plate of food in the table. Stepping forward, she placed a hand over the plate.

It was still warm.

Getting scared, she gulped. She jumped when she heard a loud thud. It came from Naruto's lab downstairs. Reaching out, she grabbed a rolling pin and held it tightly in her hands. She slowly began moving toward the open door to the basement. Looking down, she saw that the lights were on. She swallowed hard. "N-Naruto?"

"MJ! Down here!" She heard him call to her. She didn't hear a panic in his voice, calming her down a bit, but still remained cautious. She slowly began walking down the steps, the creaking of boards not helping her mood. When she made it down, she looked around the lab. She saw all his equipment, but didn't see any sign of her blonde crush. Still holding her makeshift weapon, she walked further in slowly. "Naruto?" She said.

"MJ...up here."

Cautiously looking up, Mary Jane let out a shriek when she spotted Naruto, laying upside down on the ceiling. "AAAAAAHHHHHH!"

Naruto flinched at the loud scream. He should have expected this. Mary Jane dropped the pin, and fell back on the floor. She crawled back as Naruto fell down and landed on his feet. He held his hands up to the scared redhead. "Woah woah woah! MJ calm down!"

"No! Get away!" MJ begged as she crawled all the way back to the wall. Naruto moved toward her and grabbed her by the shoulders, making her struggle. "NO! Don't hurt me!"

"MJ! MJ! Calm down! It's me! Naruto!" Naruto shouted at her, hoping to calm her down. MJ still struggled against his grasp for a minute, before she slowly began to calm down, making him sigh in relief. Once she stopped fighting, she slowly looked at Naruto's blue eyes. Panting, she stared at him as he slowly let go of her shoulders.

"N-Naruto?" She muttered, to which he nodded. She pointed a shaking finger at him then at the ceiling. "Y-You were just...the ceiling...you just-" She tried to respond to what she just saw. Kneeling down, Naruto cupped her face, staring into her green eyes as he helped her calm herself.

"MJ, deep breathes. I need you to calm down so I can explain." Nodding, the redhead took deep breathes, and once she was calm, he explained his discovery, demonstrating as he climbed the walls. By the end, she was sitting on the chair, trying to make sense of all that she heard, while Naruto sat vertically on the wall on his back and feet, hands on his knees.

"Ok." MJ began slowly, trying to understand everything. "So that spider that bit you wasn't an ordinary spider." Naruto shook his head.

"No doubt it was a test subject for the Cross-Species project. It must have escaped from its cage somehow, and 'found' me." He theorized. MJ nodded slowly, looking at him and how he was sticking to the wall.

"Soooo, you became some kind of human spider?" She asked. Naruto scoffed as he gave her a deadpan look.

"Do you see me having hair covering my body?" He asked, gesturing to himself. MJ shivered at the disgusting though of Naruto being some kind of hairy creature. "The best I can get is that the radioactive spider somehow gave me spider-like abilities. It was what Oscorp was going for. Pass on the abilities of animals into humans. So I have spider-like abilities."

Mary Jane raised a brow at him. "Spider powers? Well that would explain the whole wall climbing thing." She said, before a smirk grew on her face. "So...does that mean you'll be able to shoot webbing out of your ass?" She couldn't help herself, and laughed at the glare he sent her.

"Very funny." He muttered, not finding the joke as funny as she thought.

MJ laughed, shaking her head. "Sorry, sorry." Couldn't help myself." She apologized as she finished laughing. Her look then softened. "That reminds me, where are Aunt May and Uncle Ben?"

Naruto stepped down from the wall, getting better at figuring out how to stick and unstick surprisingly quickly. He walked to his computer, typing in somethings. "Said they were going to the store to get groceries." Mary Jane had brought down the food Aunt May left for him, the empty plate on the table.

MJ nodded as she joined him. "So...what now?" She asked. Looking at her, Naruto shrugged.

"Don't know. I mean, what am I supposed to do with these abilities? Study them? Maybe become famous. I have no idea how this happened. I mean, I _know_ how it happened. But Oscorp is still testing the Cross-Species experiments. How am **_I_** able to do this?"

MJ shrugged. "Maybe you're just lucky. You **do** have some amazing luck." She reminded, recalling all the games he won when they went to the fair. Naruto never lost **once**. He was also great at card games.

Naruto shook his head as he moved to another table, this one cluttered in papers and files. "You know I don't believe in luck. No, it's something else." He picked up a folder and a journal. Walking back, he handed MJ the folder. "Check this out. It's the information my dad had when he was working on the C.S project. He was almost able to finish the project, but died before he could test the final product."

MJ flipped through the file, reading the information on it. While she couldn't understand some of it, she got the jest. "Well maybe Oscorp finished it. I mean they **do** have some of the best scientist apart from Reed Richards, Bruce Banner, and Philip Urich working for them." She suggested, but Naruto shook his head negatively as he opened the journal.

"I very much doubt it. In my father's journal, he spook of how the formula held a special compound. One only **_he_** knew. He never told anyone what it was, not even Curt Connors. And **nothing** else could be used as a replacement. Even if Oscorp found something that the formula could use, it would turn out incomplete, an error. Without the secret ingredient, the current formula **shouldn't** work. In fact, I should be **dead**!" He said, making Mary Jane gasp. Naruto sigh as he ran a hand through his hair. "It...just doesn't make sense. If Oscorp didn't have my dad's complete formula, how am I a...well, _successful_ test subject?" He asked rhetorically.

Mary Jane bit her lip, not knowing how to answer it. The two stood in silence for a bit. MJ then spoke. "Well, let's look on the bright side." She said, getting Naruto to look at her. "I mean, you feel fine, right?" Naruto nodded. He **did** feel fine. Great in fact. The pain was gone, his head was cleared up, and he felt energized! He chalked it up to his body getting used to the Cross-Species formula.

"True, while the whole spider abilities are shocking, at least I'm not some giant spider thing." He said with a smirk, making Mary Jane smile, glad he was okay.

"So, what now? You gonna peep in the girl's changing room from the ceiling?" MJ asked with a teasing grin. She was joking of course. She would kill Naruto if he did that.

Giving the redhead a look, Naruto scoffed at that. Sure a _small_ part of this though on the idea for a second, he decided to ignore it. Sighing, he sat down on his chair, putting the journal on the desk. Or at least he tried to. Curing, he tried to get the journal to unstick from his hand. MJ watched with a raised brow as Naruto pulled as hard as he could to get it off. Once he did, he tried to maintain his posture. "Ahem...anyway. No, I don't know what I'm going to do. In fact, the only thing I can come up with his experiment on my blood, see what makes me so _special_ , and see what I can come up with." He stated.

Mary Jane grabbed another chair, and set down next to him. Naruto raised a brow when he saw _something_ spark in her eyes. "Weeeelll...maybe you can use your new powers and that big brain of yours for a certain...job." She offered. Naruto looked at her in suspicion.

"What sort of 'job'?" He asked. Grinning at him, MJ took his laptop and began typing. Naruto watched her with a raised eyebrow, mentally questioning what she was doing. When she was done, she turned the laptop to him. Seeing what was on the screen, Naruto's eyes widened before she looked at the grinning MJ like she was crazy.

On the screen were images of Ironman, Captain America, the Avengers, and other superheroes.

MJ, wanted him to be a **superhero**!

"Are you crazy?!" He asked her. There was **no way** he was going to become a superhero and go on such a life-risking 'job'.

"Oh come on! You have any idea how cool it would be if my best friend was a superhero?! Not to mention the publicity I could give you if I worked for the Daily Bugle?" She begged, but Naruto was not having it.

"Nah ah! No way! Ain't doing it. I'm not risking my life on some insane plan. If there's one thing I know about superhero business, is that their lives are **always** on the line!" He said, making MJ pout. She was about to keep trying, but soon the two heard the door open and the voices of May and Ben. Standing up, Naruto went to greet them, with MJ behind him, still trying to convince him.

* * *

A few weeks have passed since Naruto gained his spider powers. In those weeks, he's been testing the attributes and limits of his new powers.

For one thing, he's strength has increased more than what it was already. Even when he was a kid, he was stronger than a normal boy. He could punch a man in the stomach at 10 and bring them to his knees, coughing. Now, he is able to lift up weights at 300 pounds like they were nothing but feathers! Hell, using the old abandoned junkyard, he was able to lift up a _freakin_ car with only a little strain!

His speed and agility was also incredible. IN school, he held the top spot for fastest runner, even being given the option of joining the track team. He was able to steel a few cookies from the kitchen and make it back to his room without Aunt May who was in the kitchen even knowing. In 3 seconds! Using the school track on the weekend, he could run 20 miles in just under 3 minutes. And using a tennis ball launcher, he was able to dodge them all easily. It was as if time just slowed down while he moved normally.

His durability was also enhanced. As shown when he got caught in a fight with a couple of college teens, he got punched in the face, and barely even felt it, much less leave a mark. Hell, one time when he was studying on the roof, he accidently fell off thanks to a stupid squirrel (don't ask), and got up easily. Not a damn think broken.

His balance was inhuman, as he was able to lift and hold up his whole body with just a finger! While standing up top of the old building in the junkyard! And when he wall-crawled/walked, be it a pole, a fence, or anything narrow, he had complete and total balance that would make a yoga instructor turn green with envy. Hell one time, just for kicks, he stood on top of the schools flag pole! Luckily no one saw him.

In a none-related topic, with his new balance and agility, he **totally** gets high air on his skateboard. You're looking at the next Tony Hawk!

He was also very flexible. Proven when he joined one of Aunt May's yoga classes, and was able to bend his body in impossible ways without years of training. He was a human pretzel! He could bend backwards, and touch his toes without even breaking his spine! Needless to say, the whole class was impress. Added with his improved agility, speed, new reflexes, and experience in boxing and martial arts, and he could be a deadly fighter.

Another thing he figured out was what was the tingling he had felt when he was about to get hit by that car. Doing some studying on human psychology and the brain, he found out it was like a sixth sense, like an "Early Warning" sign in his brain that let him know there was trouble heading his way before it happened. It was like a primal instinct. MJ joked and called it a "Spider Sense".

All in all, these new powers made him even more than the above average human he was before.

Something else he discovered, was that his brain power had also been effected. He was smarter now. WAY smarter than he was before. He was able to take apart the toaster, twick a little, and put it all back in minutes. It now burned toast in seconds and it comes out golden brown!

He was able to dismantle his server, and actually boost up its processing network to lightspeed! He could also read a whole two pages in seconds, and remember every word, finishing the whole book in under 2 minutes!

If he kept studying at this speed, he would be almost as smart and knowledgeable in science and chemistry as his parents.

He also took up inventing. Much more than he had before. While he wasn't going to go with MJ's idea of being a superhero, he decided to use his "spider theme" to his creativity. With the money he saved up from doing chores and odd jobs over the years, he bought Oscorp specialized "Spider Silk cartridges" that held webbing as strong as steel and sticky like glue. He also bought some Stark Enterprise gadgets online. With some free time on his hands, he spent many days in his lab, thinkering around, and after many, **many** web blasts to the face (as well as MJ when she helped him), he was able to create customized small gauntlets using a high pressure system that when a trigger is pressed, launches a line of strong webbing.

The webbing is made out of shear-thinning liquid, that when in contact with the air, the long-chain polymer knits and forms an extremely tough, flexible fiber with extraordinary adhesive properties. Though the web fluid's adhesive quality diminishes rapidly with exposure to air, and so the webbing dissolved an hour after use.

The webbing was strong enough to lift up his desk, and hold up a large cement block. Even more, Naruto even came up with the ingenious idea of using the webbing as a form of travel like a spider, from point to point. The first test trial...proves **painful**. As well as the second and third. So he decided to start small and used the rusty chain hanging from the ceiling in the old junk building to practice swinging.

Hey, at least the webs hold weight!

"Check this out!" MJ said as she shoved a sheet of paper into Naruto's face. It was the middle of the school day, and the two were in their 5th period, last class of the day.

Naruto blinked as he took the paper. Raising a brow at her, Naruto looked at the paper. It was a flier.

 **Wrestle Night!**

 **Match Showdown! Crusher vs Bonesaw!**

 **Addition to an exhibition match. Last five minutes in the ring with Crusher, and win $5000!**

Blinking at the news, he looked up at the smiling face of Mary Jane. _'Oh please don't tell me!'_

"With your abilities, we can totally win the price money!" She said, leaning closer to him in a mutter as the other students chatted around them.

Naruto groaned as he held his head. _'This girl's goanna kill me!'_ He though in exhaustion. Yet another one of MJ's **_insane_** idea! _'However...I **do** need more money. I can only get so much from paper delivery, and I need more equipment for my lab...can't believe I'm doing this.' _He sighed. "Fine...I'll do it." He resigned to his fate.

MJ pouted. "Oh come on! You can totally wi– Did you say yes?" She asked, eyes wide that he actually agreed. Naruto **rarely** agrees to her ideas! Was this actually happening?!

Naruto sighed again and nodded. He gasped when Mary Jane launched at him and hugged him tightly. His cheeks burned red, while everyone around them gasped and began muttering to one another. _'Great, I can hear the rumors now.'_ He thought as he tried to pull MJ off him.

* * *

According to the flier, the match was in two weeks, which according to MJ, was "enough time to make you your wrestling costume". He was **_really_** dreading seeing his _costume_. He sure hoped it wasn't silly.

In the meantime, he would need to prepare himself for the fight. While he was experienced in combat with his martial arts classes and boxing, it was nothing compared to the experience of wrestling champions. Luckily, he had math on his side. So, he watched and replayed several of Crusher's matches, and the matches of other wrestlers. As he watched, he would calculate and theorized the various weights, speed, and mass used by the wrestlers. He already came up with several solutions against wrestlers.

First, nearly all wrestlers focus mostly on their strength, durability, and stamina. They train mostly on their arms and chest to grapple and punch as well as push down their opponents. They also train to take many hits and stay up.

If he wanted to stand a chance on lasting against Crusher, with his slim and small structure compared to an 7 foot tall building of muscle, he would need to focus on speed, agility, and overpowering his stamina with his own. As the saying goes, the bigger they are, they harder they fall.

Besides, the flier said he just needed to "last 5 minutes against Crusher", he didn't necessarily needed to _beat_ the guy. So he would just have to focus on dodging and slipping from his grasps.

As a scientists, or future scientist, collecting all the data was very important. Every theory, every formula, every variable needed to be calculated in order to work the experiment correctly.

Though he had to work in secret, as he didn't want Aunt May or Uncle Ben to find out, especially his aunt, as she didn't like such violent events and would ground him for a month if she found out. Thank god for his lab and private time.

In the meantime, he continued practicing with his spider powers, and new web-shooter. He had gotten better at web swinging, and with his enhanced agility, he was swinging throughout the building tops like Tarzan. He could also shoot web out in bullets for fast strikes. And thanks to some...um _persuasion_ , he got Flash and Kong to "help him practice for when he wanted to try out for football" Heh, like dodging bulls in a bull fight.

The two weeks have gone by, and the fight was tomorrow night. He got a text from MJ, saying that his new 'suit' was done, and would be coming by later to show him.

Currently, Naruto was sitting on the dinner table with Ben and May, eating while he talk about his day.

"So Flash and Kong decided to be idiots, and plugged all the bathroom toilets on the second floor, before flushing them all at once. Needless to say, the school will be closed for a few days while they fixed the sewer mess in the hall." He recapped, making Ben laugh while May rolled her eyes with a sigh.

"Oh man! Now that's rich!" Ben said, Naruto agreeing with a nod.

"Please, you kids keep doing dangerious things. Why, I'll never know." She muttered. Ben shot her an amused look.

"Now, now. Doing stupid and dangerous things is what makes things fun. Remember when **we** were stupid and dangerous?" He said, remembering when he was Naruto's age, he, Richard, and their friends would get in all sorts of trouble.

May scoffed as he went back to her food. "No."

Ben looked at the amused Naruto. "Trust me, were." Naruto chuckled.

Finishing up their food and cleaning their plates, Ben turned to leave. It was then that Naruto noticed his uncle had his pants rolled up and was bare foot. "Where's the flood?" He joked. Without looking back, Ben motioned him to follow him.

"Follow me, I'll show you!"

Naruto raised a brow. "You serious?" He asked, looking at his aunt. May smiled at him and gestured him to go. Sighing, Naruto followed his Uncle. They went to the garage in the back of the house, standing in front of the plumbing system. Naruto saw a small pool of water gathering on the floor.

"I think it's a condenser tray." Ben suggested. Naruto looked at the tubes. He shook his head.

"No, too much water for the condenser tray, or the heat exchange tubbing. It's gotta be the filling." Ben nodded his head slowly, impressed at his nephew's knowledge.

"That's the only thing that makes sense then. Can you fix it?" He asked, but Naruto.

"No, not tonight. I'll go by the hardware store tomorrow." The fight wasn't until 8 o'clock at night, so he should have plenty of time to get the stuff he needed and fix the plumbing before he goes and gets his bones broken. Hey, he might seem confident, but he was going to be going head-to-head against professional wrestles! The biggest guy he fought in his life was Flash, and they guy was a flea compared to those gorillas!

More and more he was seriously starting to regret agreeing to MJ's plan.

Ben nodded as he grabbed some of the boxes on the floor before they got wet from the water. "Alright then. Do me a favor and check some of the boxes. See if there's anything worth saving." Naruto nodding, Ben left. Moving to the boxes, Naruto placed them above floor level and looked through them. He chuckled when he saw cassette tapes and old phones of his aunt and uncle back when they were young.

"Wow." He said when he spotted an old photo of Ben when he was a teenager, wearing, to Naruto's point of view, bizarre clothes. "You were really rocking the 70s, Uncle Ben." He said before he continued looking. Suddenly, he froze when he spotted something familiar. Picking it up, he saw that it was his dad's leather briefcase, the same one he saw back when his dad's office was first broken into.

His fingers ran through the front, feeling the leather. His mind flashed back to that night. He recalled the look on his dad's face when he was searching through his desk, and anger and panic in his face when he discovered something was taken. That night was so terrible to him, Naruto forgot about it. "What had you so scared, dad?" He muttered. Just then, he felt his phone vibrate. Taking one last glance at the briefcase, Naruto took his phone out. It was a text from MJ.

 **I'm here. Let's get to your lab.**

Looking once more at the case, he made his decision and took it with him.

* * *

 ** _Naruto's Lab_**

Mary Jane had many attributes to her. With her desiring to one day become a reporter, she was not afraid to get herself into bad situations, be it fights or something else. She was a determined person, going beyond lengths to get what she wanted. And she was also not above dragging others with her into the cross fire. An example being using Naruto's new superhuman abilities to win money in a fight. She knew it was dangerous, and that Naruto could get hurt. Believe her, she was just as scared and would mentally berate herself for this, but she knew her best friend. Naruto was the kind of person who won't take a charge into action unless someone pushed him.

Naruto had a great future on his hands, MJ know that without a doubt. And with his basic skills, added in with his new spider powers, he now had the potential to one day be a great superhero. And it was her job as his best friend to help him realize it!

So, locking the door to the basement with a "Work in Session. Do not disturb unless emergency" sign on the door, MJ sat on the chair with her back to Naruto was he tried on the costume she made him. On her lap was her design book.

She had to say, she'd truly outdone herself with this!

Years ago, her aunt made her take a knitting and design class to be a "proper young lady" as she was acting too much of a "tomboy" for her licking. And as much as Mary Jane would hate to admit it, her new skills really paid off. She showed to have quite a talent for knitting and creating outfits. Half of Naruto and Harry's wardrobes contained shirts she made for them.

A little secret of MJ...she had a _small_ 'enthusiasm' to superheroes and their costumes.

Naruto called it a _fetish_ , much to her anger.

Ever since Naruto told her about his newly granted powers, she's been designing sketches of superhero costumes for him, behind his back of course. At first, she went with a _wild_ look, something with a _fox_ area, given his whisker marks and narrow eyes. While it made him _hot_ , she decided to use something with spiders, given his wall-crawling and web-shooters.

The first thing that popped to her mind was **_spandex!_** After all, all great heroes wore spandex, was her excuse. It had nothing to do with the secret desire to see the blonde's muscles tighten against the outfit.

Yep! Absolutely nothing to do with that!

However, she knew Naruto would **never** go for it, so she decided to start small and modernish. So after many papers and ideas, she picked out the **_initial_** design before they got better material. And so, after many money well spent and knitting, she came up with something.

"Ok, I'm ready...I think." She heard Naruto say. And with expecting eyes, MJ turned around. Her eyes widened in delight at what she saw.

Front the bottom up, Naruto was wearing reddish-brown footwear similar to yoga shoes, leaving the toes and heal exposed, made out a hard material for easy wear and protection for the bottom of the feet. For pants, he wore a black, rubber like that could be that or similar to neoprene used for wetsuits. It went down to the ankle, with the shins protected in guards. For the upper body, he wore a black sleeveless shirt, and a black and red jacket with a hood. He had elbow guards and red fingerless gloved with Naruto's web-shooters on the wrist. With the jacket zipped up, it displayed a black spider in the front. MJ wanted Naruto's identity to be a secret, so she made a red breathable mask that completely covered his whole head with eyes holes, which were currently covered by the goggles Naruto put on.

All in all, Naruto looked completely mysterious and man-made. **(link in profile. Spider-man's 15/16 costume would-be redesign)**

MJ stood up, a wide smile on her face. "You look great!" She said, amazed at her work. She also had to admit that Naruto really worked red and black just as much as he worked orange and back. Even with the bright blonde hair, he made the look work. Naruto rolled his eyes as he took of the mask.

"I look ridiculous." He muttered as he ran a hand through his hair. He sure hoped wearing the mask didn't give him the Beetle's haircut. He liked his wild hair! Just then, a though came to him. "I just realized something. We're both only 16." He pointed out, gesturing back and forth between the two. "And I'm pretty sure it's illegal to participate in a match if you're not 18 or older." He said.

MJ just waved him off. "Don't worry about it! With the mask, no one will know your real age. And my cousin Ron's driving us, so he can sign you up. While _I_ set up the bet pool!" She said, thumbing her chest in pride. Naruto gave her a deadpanned look.

He was on the threat of having his bones broken by a 300+ pound man, and she was going to bet on him? How as that fair?

He pointed a finger at her. "If we got to jail because of this...I am **never** talking to you again." He threatened before he went to his desk to make sure his web-shooters were functioning properly. MJ just smiled, fully confident that this will work...

85% sure.

* * *

Tonight was the night.

Naruto had gone to the hardware store, got the supplies, and helped Uncle Ben fix the plumbing. After a night dinner, he packed his 'wrestling costume' in his backpack, and was ready to meet with MJ and her cousin in the latter's car outside. His image was one of confidence. He had never done something like this before, so he was running on adrenaline as much as he could... before he got common sense and backed out.

"Alright aunt May! Uncle Ben! Me and MJ are going to the library to work on our reports!" Naruto called out to them. That was his excuse, and it made him feel guilty at having to lie to them.

"Alright dear! You have your wallet and money for snacks?" His aunt asked him.

"Yeah! Oh, and we don't know how long we'll take, so I might be home a bit late." He said. He didn't know how many fighters there were going to be, or if he had to do some sort of preliminary matches before he could face Crusher.

"Ok, just make sure to call us at 10 to let us know!"

"Ok!"

"Now you be careful out there, Naruto." Ben told him, looking at his nephew over his newspaper. "You don't know what hooligans are out there at night." Naruto nodded.

"I will. See ya!" Naruto said and stepped out of the house, making his way toward the car in front of the house with MJ and her cousin in it.

As the door closed, Ben frowned a bit. He could always tell when Naruto was lying, and he knew that there was something the blonde was keeping from them. However, he trusted his nephew/surrogate-son, and knew he wasn't going to do something bad. That was just not the kind of person he was. He would trust Naruto on whatever he was going to do.

The drive to the arena took approximately 20 minutes with traffic, and another 10 minutes to find a parking space. Walking inside, they saw that it was packed with both audience members and contestants. Ron told them that he would go sign Naruto up, MJ giving him a piece of paper.

When Ron was first told that Mary Jane's friend would be entering a wrestling contest against a professional, he was against the idea, haven met Naruto. MJ said that Naruto would be fine, making up a slight lie by saving that it was recently discovered that Naruto was a mutant who just unlocked his power. Ron was a supporter for mutants, having mutant friends himself. He was told that Naruto would be able to take care of himself, with the promise to pull out if it looked like it would be too much for the blonde.

As Ron went to the sign-in desk, MJ dragged Naruto around, looking at all the contestants. Many of the guys were hairless gorillas, standing at 7 feet with bulging muscles that looked like they could crush coconuts with just their arms! Naruto cringed when one actually _did_ crack a coconut with his muscles, and then drank it. The blonde gulped as he imaged it being his skull that was cracked! Even MJ was having second thoughts about doing this.

What kind of best friend was she to send her BF/crush to his presumable death?! What was she, high on sugar again?! She let out a shriek when two wrestlers began fighting. Naruto grabbed her hand and let her away. "Ok, you know what, I changed my mind! You're not doing this!"

Naruto looked at her in surprise. "What? What happened to the "I know you can win this, whiskers!"? What about all the hours of planning?! The costume?!" He asked her as they stopped in a semi-vacant section of the lobby.

MJ shook her head. "I was crazy, alright? I was too focused on the money and overconfident on your new powers, I didn't think about you or your heath! But now...th-this is insane! I can't let you risk your life just because I said so!" There was panic in her voice as she held her head. Hoping to calm her down before she had a panic attack, Naruto put his hands on her shoulder.

"MJ. MJ! Look at me!" When she did, he smiled softly at her. "Listen, it's okay. I **want** to do this." He revealed, much to the redhead's surprise. "This match would be a great way to test the capabilities of my powers and skills. I know it's dangerous, but that's what makes the experience necessary. Being put in real-life danger is what I need to reach by potential."

"But...you could get **hurt**!" She argued. Naruto nodded.

"Yes, but it was my decision to go along with this, and I'm fully prepared for the consequences." He said. MJ was about to keep arguing, but was cut off as the two saw Ron heading their way. He held up a small piece of paper, which they could see had a number on it.

"Ok Naruto, got spot number."

* * *

The matches were set up in a "Come All, All Out" battle tournament. One by one, contestants were sent out to battle Crusher. If the contestant was defeated, the next one was sent. If a contestant somehow won and beat Crusher, the winner would be given the option of taking the title, and chance to sign a contract.

There were ten contestants before Naruto, with him being the last and shortest of them. Naruto, MJ, and Ron were allowed to watch the matches in the audience with front row seats. As the two teenagers watch the matches, they would occasionally flinch at some of the extremely violent scenes shown. MJ would bury her face into Naruto's shoulder when a Crusher bend his opponent's spine on his knee, no doubt breaking the poor bastard back and spine.

Even with so many opponents, Crusher would beat them all easily, and never once tire out too much. Soon it was Naruto's turn, at which MJ looked ready to grab her friend and run away from that place as fast as she could. The blonde was led by the staff, being forced to block out MJ's shouts to not do this. Even Ron looked ready to cancel this plan, but was too late.

Naruto was given 5 minutes to change into his costume. Behind the curtains, Naruto took a deep breath to calm his nerves. He distracted himself by running through the formulas in his head. He calculated the mass and weight of Crusher from what he's seen. Calculated the estimated weight of the wrestler's opponents and their speed.

Crusher was a giant, focusing solely on his strength and weight to keep himself firmly on the ground to withstand being pushed back. However, Naruto had seen several weaknesses he could use. Firstly, Crusher was slow, gaining muscle power, but losing speed and agility, which Naruto had in spades. Also, due to his massive figure, his back was his blind spot. So he should just focus on that!

He just needed to use his speed and agility to his advantage, and last only 5 minutes to win $5000. The most the previous fighters lasted was 3 minutes before they were taken out. As long as he stayed confident, he would make it...he hoped.

There was a call behind the curtain. It was time.

Mary Jane bit her lip nervously as the crowd around her roared in enthusiasm for the next match. She had initially betted $300 on Naruto against everyone betting on Crusher. However, money was the **last** thing on her mind right now! She just sent her BFF to his death!

Just then, the ring announcer stepped in the middle of the ring. Crusher was in his corner, getting pampered by his ring maidens. The spot light shined down on it as the room turned darker, the mic in hand.

 **"Are you ready for more?"** He asked, to which the crown roared massively. **"I said, are you ready for more?!"**

MJ flinched from the loud screaming, her ears hurting.

 **"Get ready for the next victum! If he can withstand just five minutes in the cage with Crusher, he will perhaps win $5000!"** He said, making everyone cheer. The announcer pointed to the curtains in the entrance, where a silhouette was seen standing behind it. **"Introducing the challenger! The terrifying...the deadly...the Amazing...SPIDER!"**

The curtains pulled back to show Naruto in his red and black costume. Behind his goggles, Naruto deadpanned. _'This is the last time I let MJ pick the name.'_ The "Spider", wasn't exactly a terrifying wrestling name. The audience booed at the masked blonde as he walked calmly down to the ring. He easily dodged food and eggs thrown at him, thanks to his **spider-sense**. The ring maidens sent him predatorily looks, taunting him and his size compared to Crusher. Ignoring them, Naruto glanced over the MJ, seeing the worried look she sent him. Frowning, he looked at Crusher, who was looking at him with mocking eyes. Amused at seeing a, what he was no doubt thinking, "small little man".

Bastard was underestimating him.

Narrowing his eyes in anger, briefly flashing red, he growled lowly.

Deciding to begin with a show, Naruto, the "Spider", bended his legs, and with a small leap, jumped into the ring easily. That display made some of the audience cheer, and making Crusher frown with narrow eyes. The two fighters glaring at one another, Naruto's glare unseen, they sized the other from their sides of the ring. As they did that, the announcer continued.

 **"And for a special treat...bring down the cage!"**

Naruto blinked at that. Bring down the what-now?

MJ gasped in horror when a metal bar cage was lowered down around and over the ring. "NARUTO!" She shouted in great worry, Ron putting a hand on her shoulder to calm her down, that that he was calm about this himself. Okay...maybe he _was_ irresponsible.

Naruto looked around wildly at the cage. This wasn't part of the plan!

The announcer had gotten out of the ring before the cage was lowered. **"Will the guard lock the cage?"**

Naruto ran to the bars as the staff placed locks on the corners. "Hey! Wait a minutes! There was nothing about a cage in the flier! Hey!"

"Little man!"

Freezing, Naruto looked back at Crusher who stood ready in the middle of the ring. The large man was looked at Naruto like a predator. His grin was deadly and dark. He held up a finger pointed at him. "You ain't going nowhere! **Five minutes!** " He held up five fingers. "Five minutes of _playtime_."

The bell rang and the clock started. With a roar, Crusher charged at Naruto. Eyes widening, Naruto moved quick and jumped right over the large man. The crown gasped at the abnormal jump as Naruto landed behind Crusher. The man turning around, he glared at the masked teen. Growling, he charged again to try and get a hold on the 'Spider.' Spider-senses going off, Naruto jumped up high and grabbed onto the top bars. He planted his feet on the bars, and hanged from the top on his hands and knees, facing down at Crusher as the man looked up at him in surprise. "What the?! How di- What are you doing up there?!"

Naruto shrugged. "You look dirty and I didn't want to get sick." He said, making the wrestler growl. "Aw! Did I hurt your feelings princess? Hey, I got a question. How did you get your clothes on with all that muscle? Hell, how can you even move?" He asked, making Crusher even more anger. Deciding make a move, Naruto released his hold on the top and fell downward. Flipping over, he planted a foot slam on Crusher's face. He back flipped backward, landing on his hands and feet, body low like a spider as Crush staggered back.

Shaking his head, the man glared hatefully at Naruto. Hearing a whistle, he saw one of his maidens hand him a chair. Smirking wickedly, he charged at Naruto. Eyes widening, Naruto pushed off the grown and slid under Crusher as he lifted the chair over him. Sliding under the man, he got up on his hands, and spinning like a top, side kicked Crusher, making him grunt at the powerful strike, and drop the chair.

Shooting a line of web, Naruto grabbed the chair and pulled it toward him. Grabbing it, he threw it up to the ceiling, and shooting a ball of webbing at it, stuck it to the top. With Crusher weaponless and slightly dazed, Naruto charged and sent a flying kick at Crusher's back. The man gave shout of surprise when he was sent flying forward fast, crashing front first into the bars.

The audience were in awe at what they were seeing, a little man, skinnier and shorter than Crusher, was lasting longer against the wrestler than any of them would have thought.

Shaking his head, Crusher turned around, leveling a glare at the red/black clad masked teen. Growling, he looked out the ring at his girls. One of them nodded and took out an iron bar from under the stage. Grabbing it, he ran at Spider. Seeing this, Naruto went on the defense, dodging all the strikes. Ducking under a swipe, he jumped back. Backing into a corner, Naruto watched as Crusher charged at him. Looking down at the wrestler's feet, Naruto shot a glop of web at his foot. Crusher staggered in place and looked down at his foot trapped to the floor in webbing. Glaring he looked up at the Spider, only to receive a punch to the face. He fell down on his back, his head in a daze.

Getting up, Naruto blinked when he heard the cheers and chants of his name. Looking at the exited crown, he turned to where MJ was, only to see her smiling happily at him. Smiling under his mask, he raised his fists up. Erupting a louder cheering. Just then, his spider-senses went off. Behind him, Crusher had removed his trapped foot by taking off his boot. Grabbing his bar, he sneakered behind Spider, raising the bar above him.

Shooting too lines of webbing above him, Naruto pulled himself up and above the wrestler. Taken by surprise, Crusher looked up, and was blinded by a double stomp to the face and head. He crashed down into the ground, knocked out and down for the count.

The bell rang as Naruto got up. The cage lifted up as the crowd cheered massively. The announcer jumped into the ring, and grabbed Naruto's arm, shooting it up into the air. **"The winner! The Amazing Spider-Man!"**

Naruto watched as everyone in the audience stood up and cheered. MJ was howling in excitement, smiling at her best friend, glad he didn't get hurt. Smiling, he raised his fist into the air.

Later, Naruto stood in front of the promoter's desk, waiting to collect his money. MJ went to get her betting money with Ron going with her to keep her safe. The promoter placed an envelope in front of Naruto. "Here you go. Not get outta here."

Picking up the envelope, Naruto opened it and counter the money inside. Narrowing his eyes, he glared at the man. "Hey! There's only $500 here! It's supposed to be $5000!"

"Wrong kid. The contract was "$5000 for five minutes. You won in a minute and 10 seconds. For that, you get five hundred. And you're lucky to get it. You made my best fighter look like a girl out there."

Enraged at the bastard, Naruto shot forward and grabbed the man by the shirt and hoisted him up. Glaring at him, he didn't know his eyes bled crimson red, his pupil turning into a vertical slit. "You can't **do this**! It's not fair!"

Gulping down his fear with greed, the man grunted out. "N-Not my problem! Now let go of me before I call security!" Glaring at him, Naruto soon forced himself to calm down. Eyes going back to his regular blue, he dropped the man on the floor. Glaring at him once more, Naruto scoffed and let the room, stuffing the envelope in his pocket. Exiting the room, he bypassed a man with long dark blonde hair and sunglasses as he stepped into the promoter's office.

Growling under his breath at having his time wasted by joining this stupid contest, Naruto stepped in front of the elevator and pushed the down button. Looks like he was going to have to have MJ the bad news. Hopefully she made them enough money in the betting pool.

Just as the doors opened with a ding, Naruto heard shouting behind him. Turning around, he saw the blonde man from before running out of the promotor's office, a bag under his arm. Behind him, a scruffed up promoter ran out. Looking his way, he shouted, pointing at the running. "Help! That guy stole my money! Stop him!"

A nearby security guard saw this and ran their way. "Hey you! Stop that guy!" He shouted at Naruto

Naruto raised a brow, mentally weighting his options. Making a decision, he _stepped_ to the side, allowing the thief to get into the elevator. Before the doors closed, the man looked at the masked Naruto. "Thanks buddy." The doors closed, and the thief got away. The security guard arrived and slammed his fist into the elevator doors. He glared at Naruto.

"What the hell's the matter with you?! You just let him go!" He yelled at Naruto's masked face. Naruto just stared at him. Scoffing, the guard ran off, calling for backup in case they had a chance to catch the thief before he left the building. Next, the promoter rushed in front of the blonde, his left right darkening.

"You could have taken that guy apart! Now he's gonna get away with my money!"

Naruto just tilted his head to the side. "Not my problem." He said, repeating his own words right back at him. With an angry growl, the promoter stomped away.

Naruto just focused back on the elevator and pressed the button again and waited.

* * *

"Ok, so while we _didn't_ get the prize money, I **did** earn enough money in the bets to where we can get some great equipment for you lab, _and_ some materials for me!" MJ said happily as she counted her new bills. Naruto was silent as he looked out the window of the car. He had changed into his normal clothes, with his costume in his bag. He thought back to how he let that thief go, and wondered if he should have stopped him.

 ** _"Why should you have?"_**

Naruto tensed when he heard that familiar dark voice again. No, it can't be! It was a hallucination!

 ** _"Oh, believe me boy. I am far from a_ hallucination _. But it matters not. Why are you even thinking on this? That pathetic human cheated you, he deserves what came to him. In fact, you yourself should have done more than gave him a little scare. You should have killed that human, and take what was yours."_**

Narrowing his eyes, the blonde shook his head, trying to rid himself off the voice. He could just hear its taunting chuckles right next to his ears. _'Shut up! Just leave me alone!'_

 ** _"You know I am right, boy. You wanted to_ kill _that man. Snap his neck and take the money for yourself."_**

 _'You're wrong!'_

 ** _"Am I?"_**

Naruto closed his eyes, trying to block the voice out. Meanwhile, Ron was praising Naruto on his match.

"Man kid! You sure showed some skills! You even put Crusher down like nothing! You might just have a career in wrestling." He said, but Naruto just shrugged. What happened was merely a one-time deal. He had no desire of fighting big idiots on a daily basis. He was a scientist, and a semi-pacifist. As taught to him by his parents and later on Uncle Ben, physical combat should only be used as a last resort, for words can have a powerful impact. Naruto had joined martial art classes to defend himself from bullies, but would only use force if he had no other choice.

Leaning his head against the window, he pushed the night's match at the back of his head, and focus primarily on the data he gained on his own powers tonight. It was strange, the way he was moving all over the place, it felt like he was fighting subconsciously. Could his spider-powers have also had an effect on his mentality? There was so much he didn't know about himself it seemed, including the deal with the dark voice.

He narrowed his eyes when he suddenly felt a sense of dread in his chest. Like something bad was about to happen. Hearing a gasp coming from Mary Jane, he looked up. Immediately his eye widened in horror.

In front of his house, were several police cars, and an ambulance. An icy grip tightened around his heart. What had happened?! Once the car came to a stop, Naruto couldn't bolt out of the car fast enough and ran toward his house, MJ following quickly behind him. He pushed through cops, ignoring their calls. All he cared about was finding out what happened and to check on his aunt and uncle. What happened? Were they okay?!

Pushing the door open, slamming it against the wall and breaking one of the hinges with his immense strength, Naruto's eyes widened at what he say. His aunt May was sitting on a chair, crying into her hands. Looking up, her red eyes looked at her nephew, some relief at seeing him visible, but nearly hidden in the sea of sadness.

"Aunt May!" Naruto shouted and ran to her. He checked her over, making sure she was okay. "Aunt May, what happened?! Where's Uncle Ben?!"

"Naruto..." May sobbed up. "Your uncle...he-he…" She couldn't finished and pushed herself into the blonde's chest, holding him tightly as she cried.

Naruto farrowed his eyes in confusion. Just then, he saw something at the corner of his eyes. Turning his head, he gasped in horror when he spotted a body covered in a white sheet on the floor. The living room was a mess, broken glass littering the floor, picture frames and items broken. But he ignored all of that, only focusing on the body, and the arm laying out from under the sheet.

An arm, with a watch.

A watch he recognized anywhere.

It was Uncle Ben...

His whole body froze. His blood and heart stilled. His uncle was _dead_. The man that's been like a father to him after his real one died. He was gone. Just like his parents.

He faintly heard MJ arrive and gasp when she spotted the body as well. His grip on his aunt tightened. His subconscious willing the enhanced strength to diminish for the time being so as to not hurt her. She was already hurt.

"What happened?" He asked, his eyes covered by his bangs. A nearby cop heard him and answered, giving the teen a look of pity.

"A burglar. He broke in, according to your aunt. You uncle fought him to protect his wife. The man had a gun in his hand, and your uncle was shot. By the time we got here, getting a call from your aunt, the guy had run off. We've got an id on him." He said, holding up a flier. Naruto turned his head and looked at the picture.

His heart stilled when he saw it.

It was the thief. The one he let go.

It was his fault. His uncle died because of _him!_ If he had stopped the guy, his uncle would have still been alive!

Just then, another cop approached the first. He leaned in and muttered to him, but with his enhanced hearing, Naruto heard them perfectly.

"We've got a call on the guy. He's heading west at Corn Road."

The blonde Parker's eyes flashed blood red. Pupils vertical and sharp. **_Deadly_**. He gritted his teeth, his canines growing longer and sharpening as his whisker marks grew bolder. Gently pulling Aunt May away, he silently stood up and his aunt and MJ looked at him in confusion.

"MJ, look after Aunt May, alright." He muttered to his best friend.

"Naruto...what are you-" She didn't get to finish as Naruto grabbed his bag and ran out the door. "Naruto!"

"NARUTO!" Aunt May called out desperately to him. But Naruto didn't hear her. He didn't hear anyone. There was only one thing on his mind. And that was **blood**. The blood of the thief. Of the man who he had spared and had **killed his uncle!**

In the back of his mind, a dark chuckle echoed out. **"So, you have finally came to your senses."**

"..."

 **"The pathetic human had hurt your _family_. Killed your uncle."**

"..."

 **"Time to put your new powers and skills to the _real_ test it seems."**

"Shut up!" Naruto shouted in anger as he ran down an alley. Opening his bag, he pulled out his Spider costume and began putting it on easily as he ran. Once dressed, he leaped high and stuck to a wall of a building, and began crawling up. "I don't know who the **fuck** you are, but if you are not going to help me find the **bastard,** then **SHUT THE FUCK UP!"**

The voice growled in a bit of anger, but decided to not react. For now.

 **"The man is your _prey_ , boy. You are the hunter! Your new senses will be your greatest tools! You have that man's sent, use it!"**

Leaping high into the air, Naruto landing perfectly on top of a pole. Narrowing his eyes from behind his goggles, he thought back to when he first saw the man and when he got in the elevator. When he passed by him, he had _faintly_ caught a scent of sweat, cinnamon, and oil. Deciding to give it a shot, he took of his mask. Standing up, he inhaled through his nose. So many scents, it made him dizzy. All different and disgusting, but he stayed focus on the one he needed. His eyes closed, he focused through his other senses. His superhuman hearing could pick up dozens of sounds throughout the city.

He soon found something. He could hear the sirens of police cars. Focusing on that direction, he picked up the scent he was looking for. Opening his crimson eyes, he looked at the direction it came from. Narrowing his eyes, he put his mask back on. Raising an arm, he shot a line of web at the top of a nearby building. Pushing his legs off from the pole, he began swinging from the high buildings as he headed in the direction of the police sounds.

Soon, he found the source as several police cars chased after a speeding car, where the scent of the _murder_ came from. Growling under his breath, he chased after. Bypassing the cop cars, he leapt high in the air, and stomped down on the roof of the front car, scarring the driver. The driver acting on panic, took out his gun and began shooting through the roof. With his spider-sense, Spider dodged each bullet. When the bullets stopped, he pulled back his arm, and punched right through the roof, making the thief cry in shock. The car maneuvered crazily at the surprise, but Spider held on tightly by sticking to the top of the car. Raising a hand, he shot a ball of webbing into the windshield, blocking the view.

The driver cried in shock as he tried to drive, but ended up heading toward a building instead. Before the car crashed, Spider jumped away, landing on the roof of a nearby building. He watched as the car crashed, and soon the killer got out of the car and heading inside the old building. "Nowhere to hide, bastard. This spider's coming for **you**." He muttered dangerously and swung to the building, crawling inside through an open window.

The inside of the building was dark, with only limited lighting from the moon and nearby street lights. Crawling over the ceiling, he looked around for the bastards. Now if only he could just see. Suddenly, his vision changed. The room became a bit better with a red hue. Blinking, he saw that his vision was much better. Putting it off for later, he continued to look for the murderer. Using his hearing, he could hear the sounds of heavy breathing coming from the top floors.

The thief looked out the window, seeing several cop cars arrive outside the building. In his hand was a pistol, locked and ready for quick shooting. He cursed when he saw that he was surrounded. Suddenly, he heard a creek. Turning around, he aimed at the darkness, keeping an eye for anything. As he looked around, a search light shining through the window, he didn't see the shadow of a figure seen crawling over the ceiling.

 _"We have the place surrounded! Give up now!"_ He heard the captain order. Scowling, he looked around for a way out of this situation. Just as he was about to move, he was suddenly slammed into the wall next to the window. Gasping, he saw the same guy who had let him leave the wresting building. "What? You?"

"I let you escape. That was a mistake!" Spider growled out before he sent a hard punch to the guy's face, not holding back as he broke his nose and cut his cheek. "That old man...he was a great person! Kind and friendly. So why...why did you kill him?!" Kneeling him hard on the stomach, he threw the guy over his shoulder, making him slam hard against one of the pillars.

The man coughed as he tried to get up, feeling his spine shake from the impact. Just then, a web line caught him on the arm. Pulling the man toward him, Spider reeled back his arm and slammed a fist into his chin, breaking his jaw. Using another web line, he pulled him back like a yoyo and slammed him hard against the wall.

 **"Answer me! WHY DID YOU KILL THE OLD MAN?!"** He roared, his fingernails dug into the man's shoulders, making him cry in pain.

"I-I-I went to pull on last heist before leaving the city! That's all!"

 **"What about Uncle BEN! You shot him!"**

"He decided to be a hero! It was an accident!"

Naruto narrowed his glowing crimson eyes in anger. He pulled the man close to him. **"Because of you...of _me_...he's gone. And _someone's_ gotta _pay."_**

Outside, the captain was ordering man to stealthily get into the building. Suddenly, everyone heard glass shatter. Looking up, they saw the man they were chasing crashed through the top floor window, and falling down. Before they knew it, he crashed down hard on a police car. Checking him they saw that he was dead. The captain looked up, and for a split second, thought he saw a figure standing at the darkness of the window. When the spotlight shined at the window, there was no one there.

Naruto/Spider sat at the top side of the wall the church bell tower. His hands covered his uncovered face as he silently cried.

Because of his stupid decision, his uncle Ben was **gone**. First his parents, and now him. The people that matter the world to him were _gone_. His family was gone. Now all he had left was his Aunt May. Running a hand through his hair, gripping the strands tightly, he cried as a lager pain gripped his heart. His phone rang, but he ignored it. It was probably just Mary Jane.

He wanted to be alone.

His Uncle Ben was gone. He had always been there for Naruto whenever he needed advice. But now that he was gone, what was he to do now? Through teary eyes, he looked at his hands. All this new powers, but he failed to use them for the right reasons. His Uncle always said, _"With Great Power, there was always come Great Responsibility"._ But, why was **he** given these powers? He didn't deserve them. He wasn't worthy.

But...that wasn't something his uncle would say. He was say, that he should take priority if others before himself. That now that he had these **_powers_** , he had to do the right thing. That now, it was _his_ **_responsibility_** to help those who need it.

Straightening his back, Naruto wiped away his tears. Climbing up to the top, he looked over the city. _'Uncle Ben. Mom, Dad...I'll miss you guys. I've taught me so much. And I promise to use your teaching to help the people of New York. To protect them, and make sure no one loses their loved ones like me. I promise to be a **hero**. The kind of hero you would want me to be. Maybe not as Naruto Parker, but as someone who will be a friend to the innocent, and a nightmare to criminals. From this day forth, I am **Spider-Man.** '_

* * *

 **End of Chapter 2, and the Prologue Arc.**

 **This is also the beginning of Naruto's difficult and dangerous journey as he learns what he takes to become a real hero. As well as his journey to become the SUPERIOUR Spider-man!**

 **And yes, Naruto had his first of many interactions with the Kyuubi, but doesn't know what the beast actually is. And he will also learn more about the secrets of his past. And Kyuubi also plays a role in the story, later becoming a sort of mentor to the hero-to-be Webslinger.**

 **Alright, that's all I'm saying without giving away too many spoilers. Next chapter will be Spider-man's debut to the people of New York, and his first battle against his first supervillain. We will also see the _other_ powers the spider bite gave him!**

 **So for now, farewell True Believers!**

 **Ja ne!**


	3. A spider's first flight

**Disclaimer: _"There once was a man from Kentucky...that's all I've got."_**

 **Alright, now that that's over with, let's get the show sta-**

 **?: Wait!**

 _Juubi looks to the side and sees Naruto standing there._

 **Juubi: Naruto? What are you doing here? Shouldn't you be getting ready?**

 **Naruto: But we hadn't had our talks in a long time!**

 _Juubi rubs the back of his head._

 **Juubi: Yeah, well...I just didn't _see_ a point in doing that. Ya' know?**

 **Naruto: But talks are what give meaning to fics! It is what shows the audience the kind of person the author is! It is what separated fanfictions from normal book! What separates the monkeys from the fish! THE RAMEN FROM THE SALAD!**

 **Juubi:** _O_O . . . ._ **Are you high?**

 **Naruto: It's the holidays, so of course.**

 **Juubi:** _Juubi sighs._ **Fine. What do you want to talk about?**

 **Naruto: How about that new Captain America: Civil War trailer!**

 **Juubi:** _grins widely_ **DUDE! That shit was epic!**

 **Naruto: I know right!**

 **Juubi: I never read the comics, but I know the movie will be a down-play of it. Not as intense, but still awesome!**

 **Naruto: I know! The appearance of General Ross! Iron-man vs Captain America! Bucky returns and the team-up teaser shown of him and Cap fighting Tony. OH I hope Spider-man will appear.**

 **Juubi: Hmmm, somehow I doubt it, might not be enough money on the budget for Spidey's graphic like the ones used in Amazing Spider-man 2. But here's hoping. But what about the cinematic premiere of BLACK PANTHER?!**

 **Naruto: DUDE! Blew! My! MIND!**

 **Juubi: So let's recap. The recent premier of Ant-Man. The upcoming Batman v Superman, then the Deadpool movie, AND the season 2 of Daredevil on Netflix. DC and Marvel are really kicking 2016 off.**

 **Naruto:** _nods_ **Yeah. HEY! Have you thought of putting me in the Civil War?**

 **Juubi: I'm thinking about it. Still not sure.**

 **Naruto: Would be awesome...**

 **Juubi: Too above my payroll.**

 **Naruto: You get paid?!**

 **Juubi: Not really in money as much as brain power. But enough about that. How about we get on with the chapter?**

 **Naruto: I guess. See ya!** _Leaves to get dressed._

 **Juubi: Alright people! Have yourselves a great Christmas and happy Holidays!**

* * *

 **Also, a SPECIAL announcement! Since this fic will be huge, and will come in impact with many Spider-man/Marvel events, I am OFFICIALLY dubbing this 'fic-verse', Earth-116, fully known as Earth-11634, which is actually the fic id for this story at the top of the page.**

 **Don't worry. There is no 116 marvel universe, I checked.**

* * *

 **Chapter 3: A spider's first flight**

* * *

The alarm from a small store flared wildly as two masked men shot out from the doors, taking a run down the streets with bags on money in their grasps.

However, before they could get too far, something grabbed onto them from their backs, pulling them back with a shout of surprise.

Later on, two cops stood, scratching their heads in confusion as they looked up at the two burglars. They were trapped in a cocoon of what looked like _web_. On the cocoon, there was a small business card stuck to the cocoon.

Grabbing the card, the cop looked at it, raising a brow at what it said.

* * *

In a dark alley, a woman scream as she struggled to escape the rough grasp of her assailant. She tried to scream as hard as she could, hoping someone would hear and save her. However, her voice got caught when the rapist began chocking her.

With a sick grin, the man began trying to take off his belt, making her eyes widen in horror. Tears began to run down her cheeks what was about to happen to her.

Suddenly, before the rapist could take off his belt, two strings of web shot down from above and stuck to his shoulders.

"What the?!"

With a yell, he was pulled upward. Blinking her tears away, the woman looked around, hoping to see who or what saved her. Just then, a small card floated down to her from above. Grabbing it, she looked at it, saying what was on the card.

* * *

Meanwhile, outside the police station, two cops that were on their break, jumped when they heard a large crash. Turning around, they saw a man crashed down hard on their car. Hearing him grown, they checked him. He was a bit beat up with a black eye and busted lip, but otherwise fine, merely knocked out. On him was a piece of paper. Grabbing it, the saw that it was a note saying how the man was guilty of attempted rape. As one of the cops arrested the rapist, the other looked at the bottom of the note, where there was something on it. It read:

 ** _Courtesy of your Friendly Neighborhood, Spider-man!_**

At the bottom was a red spider mark.

* * *

Sitting on top of a tall building, Naruto nodded his head as he listened to his music. His mask and googles were off as he took a bite out of his hot dog. He looked down at the busy city, keeping an eye out for any trouble.

It's been nearly a month his the death of his Uncle Ben and the funeral. That day it was raining, as if the sky itself was sad at the loss of another great person. Naruto was holding his crying aunt as he looked at the casket as it was being put in the hole. He didn't say anything or even though anything.

He just stared at the coffin holding his dead uncle. The rain hiding his tears.

Reaching over, he took out a journal from his bag lying next to him. Opening it up, it showed many formulas and diagrams of some spider-themed inventions he wanted to try out to help him. Taking out a pen, he checked his work.

In the month since the funeral, Naruto had been very busy. While taking care of his aunt, buying the groceries, and occasionally going in-between jobs to earn money, Naruto tried to work with his new role of being a superhero. He wanted to be the kind of man his uncle and parents _wanted_ and _knew_ he could be. The kind of man who would be able to use both his brain and brawn to help people.

So using his skills, he helped bring down criminals and thugs around the city. Mostly working in the shadows, as he wanted to slowly bring his non-existent reputation up with the people, and then revealed himself. Which is why he always left cards with his name to spread rumors before making his debut. He would allow a glimpse of his appearance a _few_ times to allow rumors to spread.

It's been a very busy and tiring month in starting to keep the city safe. But as the saying goes: _Great Power, Great Responsibility_.

And he wasn't alone on this. Mary Jane was helping him.

 ** _BEEP!_**

Putting his dog and book down, Naruto swallowed and raised a hand to his left ear. "Yeah?"

 _"Whiskers, bank robbery at East Avenue."_ He heard MJ say. Nodding, he finished his hot dog, crumbling the wrapper.

"On my way."

MJ served as his informant at his 'base', using the wonderful information network of the internet, and an old police scanner. Using the redhead's _surprising_ knowledge she got from reading comic books (which told the stories of old and deceased heroes of past), the two tried to make their mark in the Superhero world.

One of the things they got from the comics, was every hero needed a base of operation. Since they couldn't afford a large tower or Ice lair in the arctic, they used Naruto's lab in his basement. They also used the old abandoned factory as a _back-up base_. Money was used for Naruto's inventions, or sewing material for MJ. Not to mention buying Oscorp Spider-silk for his web-shooters.

Those things weren't cheap you know.

However, they would need to find another way to get webbing to prevent shipping from being tracked to them. Sure they might be using a false billing, thanks to the help from MJ's cousin Ron, who's been a great help and ally to the blonde's hero start up, but they would need to be very careful on their actions.

Naruto was currently trying to reproduce the webbing's formula in his lab to create his own artificial webbing. He was almost there, just a few more testing and he should be able to make his own web in a few days. He just needed to get a few chemical compounds and he should have it.

Crumbling the wrapper, he threw it over his shoulder. It sailed over the air, flying over the edge of the building, and dunking into the open dumpster on the other side of the building. Putting his journal in his bag, he stood up. Clapping his hands of crumbs and dirt, he stretched a bit. Just then, his phone rang. Pulling it out of his pocket, he saw who was the caller and answered it. "What's up, Aunt May?...Eggs and milk? Okay I'll get them. Love you too." Hanging up, grabbed his bag and put it on. He raised his hand and pressing middle and ring fingers against his palm, he activated his web-shooter and shot a web line at the building across the street. Holding onto the line tight, he pushed off the building edge and sailed through the air, shooting web at another building to change direction.

It's been a month since he first became Spider-man. And his journey was just starting.

* * *

 ** _Later – Parker Residence_**

After taking care of a few more thugs, and grabbing the eggs and milk his aunt asked for, Naruto retired back to his lab. He was currently sitting in his craft desk, working on a new invention, while sitting in front of his computer was MJ, going through newspapers and current news websites. She had taken the _self-proclaimed_ job as his "manager", keeping track of any trouble and gossip.

"Looks like things are going as planned. There's lot of talk about the mysterious "Spider-man" around the city, saving people, stopping robberies, etc." She said as she looked at numerous chat rooms talking about who Spider-man was, where he came from, and if he was a hero.

"Hmm." Naruto said as he focused on his contraption.

MJ pulled up a few photos taken from phones displaying the few times Naruto allowed himself to be seen. Though they weren't _fully_ visible, merely taken from a distance, either being photos of his back, his side, or upper body. "We should still keep building up your reputation."

"And when exactly can I show myself to the public?" Naruto asked as he grabbed a screwdriver. MJ turned to him with a grin.

"Well, according to the comics, heroes usually show up with supervillains appear." Turning around in his chair, Naruto lifted up his goggles and gave her a deadpanned look.

"MJ, you do know this isn't a comic book, right? My now _very_ dangerous and possibly risky hero life is not for you entertainment." He told her. He was taking a risk here in becoming superhero. Saving the world on a regular basis, facing enemies who want nothing more than his destruction. Facing the threats of aliens, evil monsters, and the public view. This was a HIGH step from regular teenage life.

"I know that. It's just...it's SO COOL! My best friend, a **_superhero_**! And I helped make him!" She said with a grin. Blinking, Naruto looked at her like she was crazy.

"Wha da?! _You_ make me?! What you talking about?!" He asked. MJ help up three fingers.

"First of, _I_ was the one who offered the idea of being a superhero to you. Second, _I_ was the one who made your costume. And thirdly, _I'm_ the one who is helping you find and stop crime around the city. So on those terms… _I_ created Spider-man!" She declared, making him sweatdrop at her logic. While it was _sorta_ true, she didn't have to make it sound like she **_owned_** him.

Shaking his head, he turned back to his work. "Whatever helps you sleep at night, Red." Curious on what he was doing, MJ rolled her chair over to him, and looked over his shoulder. She saw that he was working on something that looked like a belt buckle.

"What are you doing?" She asked. Glancing at her, Naruto looked at his invention, before grabbing it. He aimed the front at the wall, and pressed a button. Light shined from the thing, and on the wall, was an image of Spider-man's face.

"It's just something I've been working on to pass the time. I call it the **Spider-Signal**. It works as a flash light in the dark. Not the mention it'll give me a cool entrance." He said with a grin.

Mary Jane looked at him for a sec, before going back to her work on the computer. "That's kinda lame, Whiskers." She said, making Naruto fault. He sent her a betrayed look, before he just went back to work, grumbling about "redheaded best friends not knowing what's cool", making her grin softly.

Standing up, Naruto went to another table, this one having chemical bickers and other equipment. This was where he was working on creating his web fluid. He picked up one of the small web capsules. Each capsule had enough webbing to last _three hours_. He then grabbed a small gauntlet where he could store the capsules. He created it so that once a capsule was used up, it would automatically switched to another. He had two gauntlets, each able to hold six capsules, 18 hours of usable web, even if he constantly used them.

"Your new costume is almost finished." He heard MJ say. Turning, he raised a brow at her.

"New costume? What's wrong with the one you made for me now?"

Without looking at him, the redhead raised a hand and shook a finger negatively. Grabbing her bag that was under the desk, he opened it and took out a notebook. It was her designer book, holding drafts and sketches of her ideas for her friend's costume(s). Facing Naruto, making sure he didn't see and ruined the surprise, she opened the book. "While yes, the current costume **is** great, if you want to be seen as a real hero, you need something that will show people that you are one." She flipped through the pages until she stopped at the current one, which had the image of the would-be costume, as well as a few details, notes, and list of materials she would need to make it. Naruto tried to take a peak, but she just moved it out of his view, making him pout. Shaking his head, he turned back to the work desk.

"Just as long as you don't make it spandex." He said with a grumble. No way in hell he was wearing a skintight outfit in public. With his back to her, he didn't see her freeze for a sec. Looking at her book, she smiled nervously and used her pencil to scratch something out.

Naruto picked up another of his inventions. It was a small red spider-shaped device, the size of a penny. These were **Spider-Tracers** , tracking devices that would allow him to find anyone that had one. He made them using the pieces of an old radio. Now he just needed so way to make them stick to things.

Suddenly, there was a knock on the basement. Naruto and MJ's eyes widened as they heard the voice of Aunt May, asking if she could enter. "U-Uh, just a second Aunt May!" Naruto called out. The two teens moved quickly and hid the Spider-man costume and spider-theme objects, as well as newspapers. Making sure everything seemed normal, Naruto moved to his desk, and pressed down a large button on the desk. With a beep, the basement door unlocked and opened. Aunt May entered with a tray of cookies and juice. Smiling, she walked down the steps.

"You two shouldn't be cooked up in this dark room all day." She told them as she out the tray on an empty desk.

Smiling apologetic, Naruto went and grabbed a cookie, planting a kiss on his aunt's cheek. "Sorry about that, Aunt May. We were just doing homework." MJ nodded in agreement as she took a cookie too. Taking a bite, her taste buds **_exploded_** at the warm, soft, and chocolaty goodness that was Aunt May's cookies. Lady should get an award for them!

Smiling at the two, Aunt May took a seat on a chair. "So you two, how are things? Everything okay?" She asked them.

The two teens shared a hidden glance. Naruto wanted to keep his aunt completely in the dark about his new _activities_. If she found out he was about to pursue the life of a superhero, it would wreak her!

As one, they shrugged. "Everything's fine. Completely fine." They responded simultaneously. Aunt May smiled gladly.

"Good. Oh! Before I forget. Naruto, Mrs. Bankins called. Her lawn could use a trimming, and was wondering if you would be kind enough to mow it for her. She said she would pay you well." Naruto shrugged and nodded. He could use the money. He then frowned and looked at his aunt. He was really worried about her. Since his uncle died, he's been taking care of her, waking up early to cook breakfast, and fixing anything broken in the house. He tried to do laundry, but was later banned by his aunt from doing it again when he accidently put his Spider-man costume with the whites, turning everything red or pink.

When questioned on how he could even do that, his response was: "I was washing the...flag. My flag!"

Really Parker? That was your excuse? **No one** washes the flag!

Kneeling in front of May, Naruto gently held her hands. "What about you, Aunt May? You okay?" He asked. May smiled at her nephew, raising a hand and gently cupped his cheek. Yes, she was greatly saddened at the loss of her husband, and she would miss him dearly, but at least she still had her beloved nephew.

"Yes, sweetheart. I'm okay." Leaning up, she planted a kiss on his forehead. Patting his cheek, she stood up. "Well, I suppose I'll leave you two to do your homework then." Waving at them, she went back up.

Naruto frowned as he looked after her. He knew his aunt was sad, losing not only her in-laws, his parents, but also her husband. Naruto made a vow. He would **always** look after and protect his aunt. No matter what.

MJ sighed as she grabbed her bag. "Well, guess we really should do our homework."

Naruto groaned at that. He was just kidding! While he may be smarter than 75% of his school, he was still a teenager and _hated_ doing homework.

* * *

 ** _Meanwhile, at Oscorp_**

Norman Osborn sat behind his desk in his office, going over the reports of the development of the Cross-Species Project. It would seem that adding the latest _development_ into the formula worked just as well as having the second part of the original formula. He had grown tired of constant failures in the project, and had taken to doing something to ensure there were results. From his top secret and secure vault, laid something he had kept there for many years, with only a small amount of people knowing that it was there.

A replica of the government's top secret **Super Soldier Serum**. While it wasn't as powerful as the one that had been used to create Captain America, its enhancing capabilities have been recorded to work nearly as well in the past. Sure it was never _fully_ tested on humans, merely small specimen like those spiders and other animals, but risks were necessary to take.

So adding the **Oscorp Super Soldier** serum into the Cross-Species formula, it seemed to do the trick, as out of the 5 recent test subjects who had taken the formula, **one** had survived the procedure was showing remarkable results.

He would continue monitoring results before moving to phase 2.

Suddenly, he heard a ruckus coming from outside his office. Narrowing his eyes, he stood up, fixed his tie, and approached the door.

"Osborn!"

Hearing a familiar, angry shout, Norman narrowed his eyes. Stepping out of his office, he scowl grew on his lips when he saw a balm old man shouting at one of his men.

"Where is Osborn?! I demand to see him!" He shouted at the suit wearing man. However, the suit was still, merely standing still as he looked at the old man with a blank look. The old man growled in anger, and was about to shout, but stopped when someone spoke.

"Is there something I may help you with, Mr. Toomes?" Norman asked as he approached, his eyes hard and face blank. Seeing the CEO of Oscorp, Toomes glared hatefully at him. He approached him, getting in Norman's face. Norman didn't even blink or move.

"Orborn! How dare you steal my idea?!" Toomes shouted as he poked Norman hard on the chest, but he didn't get so much as a flinch.

Norman blinked dully as he looked at the elder man. "I am afraid I do not know what you are talking about." That only made Toomes angrier.

"You don't kn- Four months ago I presented you my plans for magnetic air transport, but you rejected them. And what I do find out later?! That Oscorp announced their _tech flight!_ It was _my_ ideas and you stole it!"

The guards moved in, but stopped when Norman raised a hand. He stared at the old man and gently pushed away his hand from his chest. "Really now? I must say, that is some _dangerous_ thinking, Mr. Toomes. Dangerous and unsupportable." He narrowed his eyes at Toomes, and leaned in closer. "Listen well, you old fossil. You have lasted decades and achieved _nothing_ to your name. Not as a young man, and certainly not as an old man. It's time for you to sit in your rocking chair and wither away like you're supposed to, and leave the future to the **_best_** generation. You are nothing but a vulture, looking for meat because you can't get it yourself." Norman muttered to Toomes, making the old man angrier by the second. Scoffing, Norman stood back, and fixed his tie. He snapped his fingers. "Boys, please escort Mr. Toomes out of my building." Two guards stepped forward and began dragging Toomes, as the elder was shouted curses at Norman.

Rolling his eyes at his time being wasted, Norman went back to his office. He had work that required his attention.

* * *

 ** _Next Day – Midtown High_**

It was a free period, and Naruto was at the cafeteria. In front of his were a few tools and a contraption as he tried to fix his invention. He was known to work on his small machinery at times when in school, so students were used to it, and the teachers and principal allowed it, as long as he didn't blow part of the school up...again.

 _You blow up a classroom by accident **one time** , and people wouldn't let it go!_

He was working on a voice changer, so when he changes into his Spider-man outfit, his voice would be different. The mask didn't muffle his voice enough since it was breathable.

Naruto was being cautious. With the technology advancing now a days, criminals – the smart ones – could identify his voice by recording, and find his location. Putting his Aunt May and his friends in danger.

So he would have to take any precaution necessary to insure that didn't happen.

In front of him, Mj sat, busy working on her computer as she shopped online for the things she needed to create Naruto's costume. She didn't want to make it out of _weak_ materials. To her, Naruto's safety and protection was _top priority!_ And so, she shopped at the inventory online stores if time manufacturing companies, like Stark Industries, and Oscorp.

Good thing Stark Industries had some materials she could use for the costume at _reasonable_ prices.

"Hey, you two."

Looking up, the duo saw Harry walking toward them. "Hey, Harry." Naruto greeted with a raised hand, fist bumping with the rich boy. MJ nodded at him. Harry smiled at the two as he sat down next to Naruto, though he soon quickly scooted away nervously when he saw that Naruto was working on one of his invention.

"He chuckled nervously. "Um, Naruto?" He called, getting a low 'hm?' from the blonde as he was distracted with his work. "Um...that thing's not going to um... _blow up_ , is it?" He asked, clearly recalling the last time one of the teen's gadgets blew up in his face. His face burned for _weeks_.

Naruto waved him off. "Relax, it's not on. I'm just fixing and exchanging some parts." He said as he turned the black collar around. The only device was the small mic and speaker on the side. He looked at the motion detector on the inside of the collar. He would need to install the device inside his mask for easier use. His hand reached out and grabbed the sandwich his aunt made him and tool a bit. Hmm, tuna.

Harry nodded as he looked at the two. They sure looked busy with what they were doing. He had noticed that they've been busy the whole month, hanging out together more than usual. He wondered if they had finally admitted their feelings and were dating, but shook his head. They didn't act like a couple, so it had to be something else. He didn't say anything though, figuring it wasn't his right to snitch. He looked at the blonde.

"Hey Naruto." He said, getting the blonde's attention. "We still up for our game night after school? Got the new Monster Hunter game."

Naruto smirked. "Of course. Hope you're ready to lose, rich boy." He challenged, getting Harry to smirk.

"In your dreams. By the way, have you guys heard?" He asked. Naruto blinked in confusion and looked at MJ, who looked up from her computer. The two blinked and looked at Harry.

"Heard what?" MJ asked. Harry looked at them in surprise.

"You mean you don't know? You guys work in the school's newspaper for crying out loud!" He said. He saw that they still looked confused and sighed, facepalming. "I'm talking about the rumors of the new hero that's been seen around the city. Spider-man, they are calling him."

Naruto blinked in realization. He glanced around, and for the first time, he saw that all the students were talking amongst themselves. With his enhanced hearing, he could pick up the words 'Spider-man', 'hero'; questioning who he was, where he came from, and other things.

MJ blinking and nodded. "Oh yeah! Nearly forgot! The whole school's taking about him!" She took a quick glance at Naruto with a smirk. Luckily Harry didn't notice as he nodded.

"Yeah. Nobody really knows what he looks like, only that he had been taking down thugs and criminals all month, and that all that was left were the criminals knocked out and tangled in what looked like webbing. There are rumors that he was first seen in a wrestling match."

Naruto hummed to appear thoughtful. He couldn't let Harry find out his secret. He wanted to tell him, but it was too risky. It was bad enough Mary Jane knew. He didn't like it. Harry was his best friend. They didn't keep secrets from one another. But he didn't want to put Harry in trouble with his secret identity. "What do you think of this 'Spider-man', Harry?" He asked, wondering the brunette's opinion.

Harry shrugged. "Not much to say. Apparently, he's the 'New Guy on the Block'. But I've heard my dad say that the police are weary of the guy. Saying that he was some kind of vigilante." Naruto frowned and shared a glance with MJ. He didn't want to become an enemy to the police, so he will need to figure out a way to earn their trust.

"I've heard that the Daily Bugle's holding a reward for photos of the Spider-man." MJ said, making Naruto look at her. She turned her laptop around, showing the two males the Daily Bugle website. As she said, right at the front page, was an ad showing that the Bugle would give a reward for anyone who brought them pictures of Spider-man live. Naruto pursed his lips, wondering if he should do it. He was looking for any way to earn money not just for his equipment, but most of all for the bills that were coming in.

This morning, before he left for school, he had heard his aunt on the phone, speaking with MJ's aunt, Anna May Watson, about the bills that were showing up. His uncle had always taken care of them, but with him gone...

Naruto frowned as he looked at the ad. _With Great Power, comes Great Responsibility_ , not just as Spider-man, but also as Naruto Benjamin Parker.

* * *

 ** _Unknown Location_**

Adrian Toomes gave a shout of anger as he pushed everything off his desk onto the floor. His home office was a mess as he let his anger out on everything around him. "That god forsaken Osborn!" He shouted as he grabbed a vase and threw it against the wall, shattering it. "How dare he make a mockery of me?! I have given everything I had to bring my company up to where it is! That flight tech was my life's work, and he _dares_ steal it from me?!"

Smashing his fists down on his desk, he glared with immense hatred in his eyes. He had given his life to insure his work would became the best in the world, rivaling Stark Industries in wealth fare. Only for some _bastard_ and arrogant fool to take it from him!

"Osborn! You will **pay**!" He declared. "No matter what..."

Raising himself, he moved to the side of his office. With a grunt, he pushed the bookshelf away, throwing it uncaringly to the floor. Behind the shelf, was a large safe, as big and tall as a car. Putting in the code, he opened the safe. Inside was his life's work, his legacy after so many decades.

A savage grin spread through his face. "Osborn...this 'old man' will make you regret messing with me!"

* * *

 ** _Back in Middleton High – hours later_**

 ** _RIIIIINNNNG!_**

With the bell ringing, students in the chemistry class began standing up and leaving the room. It was the last class of the day, and many were eager to do their own things or hang out with their friends.

Standing up, Naruto stretched with a yawn. Having to sit and listen to the teach blabber on, on stuff he already knew was tiring. He grabbed his bag as MJ joined him at his side. Nodding to her, they made their way out. Naruto was meeting Harry for their game night and MJ was tagging along since she had nothing better to do.

"Naruto! Please stay for a sec." The teacher called to him. Turning around, Naruto raised a brow. Exchanging looks and a shrug, Naruto and MJ approached the teacher together. MJ was also curious on what the teacher wanted to talk to her BFF about. "Naruto, do you by chance know Curtis Connors?" The teacher asked.

Naruto blinked in surprise. "Um, yeah. He follow his work." Doctor Connors was one of his science heroes, so he always kept a tab on his work and achievement. Not to mention, considering Connors worked on the Cross-Species Project, he was curious on any _other_ changed happening to him since the spider bite. He wanted to meet him personally, but was forced to wait.

A masked man appearing in front of the doctor was just calling for trouble. And he didn't know what would happen if he revealed his secret.

However, there was another reason he was holding back...

The teacher smiled. "Well, it just so happens that Doctor Connors is offering internships at his lab at Empire State University, and I have offered my best student." He said, making Naruto's eyes widen.

"M-Me?! Really?!" He asked excitedly. He was actually going to be able to work with Doctor Connor?!

The teacher nodded. "Yes. It's free entry, so you can meet with him today if you would like."

* * *

 ** _Osborn Residence_**

"Really sorry I have to reschedule Game Night Harry."

Harry waved Naruto off as the two were relaxing on the couch on Harry's large living room. "Don't sweat it, Naru! This internship is way more important than hunting monsters." He said. Naruto nodded, glad his best friend wasn't mad at him. He had an hour before his meeting with Dr. Connors. MJ was going with him for support, (and "to make sure you don't go all fanboy" were her words).

He wanted to ask Harry if he wanted to come, but thought against it. It wouldn't do good to bring a group with him to a meeting, no matter if they were friends.

"I just hope the position pays. While it would be great to work there, I am in desperate need of money." He muttered, frowning. Harry raised a brow.

"Let me guess, need more equipment for your lab? Looking to get a motorcycle?" He guessed. Naruto sighed and leaned back on the couch.

"I wish it was that. But it's worse." He said, getting Harry to look at him in confusion. "The bills are pilling in." He said, making Harry wince. He knew Naruto's uncle was the one who took care of those. For as smart as Naruto was, money and accounting wasn't his area of expertise. "If I don't figure out some way to earn money fast, Aunt May will be working her legs off more than she was already."

Harry frowned. "I don't know, Naruto. Internships don't usually pay money."

"Well, maybe I can convince Dr. Connors to offer me a job as an assistant." The blonde suggested. But Harry didn't look convinced. Naruto sighed.

"Yeah well, I need to give it a shot. I mean look at your place! You live here from having so much money thanks to your dad, and he's a _scientist._ " He hinted.

"Boys! Can I see you for a second?"

The two teens flinched when they heard Harry's father, Norman, call them. Looking at each other, they stood up and made their way out to the patio, where Norman was sitting on a chair at the outdoor table. He was drinking some tea, which he put down as he looked at them. "I couldn't help but overhear your conversation."

Naruto flinched. "I hope I didn't offend you sir!" He tried to apologize, but Norman stopped him.

"Now now, Mr. Parker. There is no need to apologize. I _never_ do. Now, what's this about an internship?"

"I was offered one under Doctor Curtis Connors at ESU."

Norman smiled in surprise. "Connors! A brilliant man he is. You'll learn much under him. I wish you luck in your interview, Naruto. Though I don't think you will need it, son."

Naruto rubbed the back of his head in embarrassment. "Thank you, Mr. Osborn." He said. Suddenly, his eyes widened when his **spider-senses** went off. _'What the?!'_

"Osborn!"

The three's heads snapped up just in time as something swoop down from the sky and grabbed Norman, carrying him away.

"Dad!" Harry shouted in shock.

With his eyes and spider-senses, Naruto was able to see what grabbed Norman. It was a bald old man, wearing some kind of black and red metallic suit, with metal wings coming from the arms, like bird wings. He wasn't able to react in time before Norman was taken.

Naruto looked at Harry. "Harry, call the police! I'll see if I can follow them on out of your motorcycles!" He said, needing an excuse.

Harry nodded. "Okay, keys are in the counter!" He said quickly before running inside. When Naruto was sure he was gone, he quickly grabbed his backpack. Taking off his shoes, he put them in his backpack. He jumped on top of the ledge. Shaking off the slight nervousness from being so high up, he jumped off. As he fell, he took off his shirt and pants, showing that he had his costume's shirt and pants. From his bag, he took out his jacket and mask, and put them on, followed but his foot wear and web-shooters. All done in the span of **5.4** **seconds**.

Shooting a web line, he caught a building and began swinging. As he swung, he drop his bag on the corner of a roof garden to pick up later.

 _'Don't worry, Harry. I'll get your dad back. I promise.'_

* * *

Even though he was being carried like a prey over 100 feet up in the air, Norman didn't have any fear showing on his face. Looking up at the person carrying him, he recognized him. "Toomes?!"

Adrian Toomes glared down at Norman as he flew. His Electromagnetic Wing harness suit was working perfectly. The anti-graviton generator on his back allowed him to soar through the air like a bird. No thrusters, or flames needed! He was the King of the Skies!

"What do you think of my suit, Osborn? Can your tech flight do _this_?! _"_ Toomes asked as he soared higher, flying above the buildings. He shot like a blur, looping and zig-zagging.

"What is the meaning of this Toomes?!" Norman demanded.

"You dared to steal _my_ idea! _My_ legacy! And don't call me Toomes! I am what you called me! I'm the **Vulture**!" The old man declared.

"You're insane, old man! What is it that you want?" Norman asked.

"What I _want_ , is for you to announce to the world that **_I_** am the creator of your 'ingenious' flight technology! You will pay me _every_ amount used to create all your flight gear. And you will make a _public_ apology for stealing my technology!" Toomes, now dubbed Vulture, announced as he flipped Norman into the air. The man gasped as he fell, but was caught by Toomes.

"You have gone senile in your age, old man! I **never** apologize! And you can forget about your demands!" Norman declared, making Vulture grit his teeth, his anger rising to the limit.

"I may be an old man, but I'm not a patient one!" He yelled in fury, and released Norman from his talon-like feet.

"AAAAAHHH!" Norman yelled as he fell to his death. He watched as the ground came at him fast, and felt dread in his chest. Luckily, his drop was stopped, as he was caught. Opening his eyes, Norman looked at who rescued him, and saw a man in a red and black outfit.

"Strange! I didn't know it was raining business men!" Spider-man joked, his voice slightly distorted tanks to his voice modifier. Holding Norman, they swung through the tops, while Vulture looked on in shock.

"What?! What is the meaning of this?!" He demanded and chased after his prey. "These skies belong to **me**!"

"Wow! Talk about arrogant! By the way, did I interrupt a feud? Well, that's embarrassing. I mostly like to stay away from them. You know, be the third wheel." Spidey said nonchalant as he continued swinging away from the crazed bird man.

"What are you babbling about?! Put me done!" Norman demanded.

"Dude! Calm down! Enjoy the sights! Not many can take in the view of New York from this high up you know. But the way, travel isn't free. But if you want to pay in kindness, lay off the snacks. Cause you are one heavy guy!" Spidey taunted.

"Who **are** you?!" Norman and Vulture demanded simultaneously.

"What, don't you folks ready the paper? Watch the news? Then again, I _am_ new at this. As for who I am, I'm your **Friendly Neighborhood Spider-man**!" Spidey introduced himself.

"Spider-man?! I thought you were just a myth! A news prank!" Vulture denied. Spidey scoffed as he used a building side as a platform and bounced off, shaking Vulture a bit in his path.

"I definitely need an advertising agent if I want to make it in the hero business." He muttered. "But enough about me, mind telling me what you two are doing playing this high? You know, someone could get hurt." He teased.

"Argh!" Vulture screamed. "Enough of this! Give me back Osborn! He must pay!" He shouted and increased his speed. His razor sharp wings sliced the web-line, making Spidey and Norman fall.

"Oh crap!" Spidey cursed. Thinking quickly, he shot a line at Norman, pulling him close as he shot another at a building, swinging off just before they impacted the ground.

Nearby at the Police station, two cops, a man and a woman, walked out. They were talking about the rumored Spider-man, discussing on what they thought of him. The woman argued on him being a vigilante, and not following the law. Her partner thought otherwise.

"Head's up!"

Looking up, the two gasped when they saw the said spider, and Norman swinging their way. Swinging low to the ground, Spidey dropped Norman (literally) on them, sending him crashing onto the woman. Getting up, she was about to say something, but Norman pushed her down, just as Vulture swooped very close over them. "What's going on?!" She questioned.

"Explanations _inside_!" Norman stressed, and the cops nodding, he was moved inside the station.

Vulture growled in anger at having his prey out of his range. He switched his target to Spider-man and shot at him. "You will pay, vermin!"

"Now now. I would calm down if I were you, old man. Wouldn't want to have a heart attack." Spidey mocked, getting an angry shout. "On that note, should you even _be_ flying in your age?" He asked as he flipped over a Vulture as he shot to cut him with his wings.

"Can an old man do _this_?!" Vulture shouted as he turned around and shot again. Spidey leaped at a close building and pushed off, dodging the bird-themed man. The two continued their chasing, this time Vulture in the front as Spider-man chased him.

"Look, Beaky. I get the whole, dressing up as your favorite animal thing. Even better, you can _fly!_ But still, what's up with the whole picking people up from the ground and dropping them from the sky thing? You watch too many horror movies?" The web-swinger asked as he got in front of Vulture, web-swinging backwards as he faced the old man.

Vulture gritted his teeth in anger, growing very annoyed with this _pest_. Spidey moved out of the way as Vulture shot passed him. He clung to the side of a building as he watched Vulture vanish into the sky. "Beaky, don't go! We can make this work! I'll feed you bird seed!"

As the old man vanished, Spidey could hear one last shout. "The name's **Vulture**!"

* * *

 ** _Later – Outside E.S.U_**

"Okay Harry. Glad everything's okay and that your dad's fine...okay, I'll stop by tomorrow. See ya." Naruto said as he spoke through the phone. After Vulture vanished, he checked up on Norman from a distance, making sure he got home safe and sound. After grabbing his stuff from the top of a building, he met up with Mary Jane and told her what happened as they made their way to the interview.

"Wait, a _Vulture_ man?" MJ asked confused, trying to wrap her head around what she was hearing.

"Well, not a _vulture-vulture_ animal mutant. It was just a man in some kind of suit that looked like a bird design. Interesting enough, I didn't see any thrusters or repulsion equipment. It was like an anti-gravity device. He flew so easily without any trouble with wind pressure or anything." Naruto explained, very impressed at the design of the old man's equipment.

"So...mad man? Crazy scientist? Angry janitor?" MJ guessed. Naruto shrugged as they climbed the steps and stopped at the door.

"Don't know. Never seen him before. Though he _did_ seem to hold a grudge against Norman Osborn. Might have to keep an eye on him in case Beaky makes a reappearance." He said, with MJ nodding.

"Anyway, you ready for this, Brain Boy?" She teased, making him roll his eyes.

"I'm always ready, Red." He told her, and finally entered the building, MJ right behind him. Once inside, Naruto whistled at the size and space of the interior, as well as the equipment. E.S.U. was one of the best colleges in New York, their equipment were advance, donated by Tony Stark himself. "Wow." MJ muttered, equally impresses as Naruto as they looked around. Their arrival caught the attention of someone.

Looking up from checking some things, was a woman with auburn hair and green eyes, wearing a lab coat. **{Spectacular Spider-man}** Seeing the two teens, she made her way to them. "Can I help you?"

Looking at her, Naruto nodded. "Yes, please. I'm here for the internship."

The woman nodded. "Ah yes. You must be the appointment. Greetings, I'm Martha Connors. I'm my husband's, Curt, assistant. I'll go get him." She told them and went to a room in the back.

As she did that, Naruto looked around. The equipment here was more than the stuff he had in his lab. The money needed to get these stuff would have to be at the hundreds, or just know top people.

"So, I hear you will to apply for the internship." Looking forward, Naruto saw a man he recognized from an old photo of his dad's, Curtis Connors. He was a handsome man with a chiseled jaw, and dark brown hair. **{Ultimate Spider-man}** He had blue eyes, and wore a white coat like his wife. What caught his attention though, was that his right arm was robotic. He nodded to the statement and raised his _left_ hand. Smiling, Curt shook his hand. He couldn't tell how many times people went to shake his right hand, only to make things awkward.

"Yes sir." Naruto said, glad to meet someone who worked a lot with his parents years ago. His dad's notes and journals talked about his encounters and work with the man. However, the last entry spoke of a fight between the two, just before his parents died.

"You...look familiar, young man. Have we met?" Curt asked. He felt like he saw the young blonde before, but couldn't put his finger on it.

"Names Naruto, sir. Naruto Parker." Naruto introduced himself. Curt and Martha gasped softly at the last name. "I'm...Richard and Mary Parker's son."

"Yes." Curt muttered. It was all coming back to him now. "Yes, we've seen you before. Mary brought you to us before to see you. You were so young back then. Around 3 years old. I'm not sure if you remember."

Naruto shook his head with a sad smile. "Sorry, I don't. I only know you from my dad's journals, and your discoveries." Martha smiled sadly at the teen and shook his hand.

"Well, it's very great to see you again, Naruto." She said. She remembered when her good friend Mary brought her son to work one day, and introduced him. He was so adorable back then. She and Curt, they had feared that he had been killed with his parents as well. It was great to know that he was alive and well. But she couldn't imagine the loss he must have felt on that day. Shaking her head to rid such negative thoughts, she looked at the young redhead next to the Parker. "And who's this?"

"Oh!" Naruto said in recognition and gestured to his best friend. "This is Mary Jane Watson, a good friend of mine. She came with him as encouragement. I hope it's alright."

Curt chuckled and waved him off. "It's quite alright. But any who, shall we continue with the interview?" He asked, Naruto nodded.

 **(I never had an internship interview, so I don't know how they work)**

The interview was very simple. Curt just asked him about his desire for science, his basic areas of expertise, and the times he was available. He was also given a tour of the place, being told about the equipment and what it does. As they did that, MJ and Matha talked with each other on the side, at times giggling.

"Well, everything's in order. It's getting pretty late, so you can start tomorrow after school." Curt told him. Naruto nodded.

"Great! Um, quick question?" Curt nodded. "Well...I wandering wondering about the issue of money." Curt frowned sadly and shook his head.

"I'm afraid the internship does not pay." He said, making Naruto sigh. "I've...heard about your uncle's death. I'm sorry by the way. Money problems?" He asked. His family was friends with the Parkers for a long time, so he wanted to help his old friend's son.

"Bills."

Curt nodded. He rubbed the back of his head. "Well...I'll see if I can issue in a lab assistant position alongside the internship. Though be warned that it doesn't pay much." He said. Naruto nodded, happy that he at least found something.

"So...you and Naruto?" Martha stressed, unable to help herself. Her internal mother instincts were kicking in, and she just had to tease the two teens. Her son, Billy, was still too young to notice girls, and Mary Parker _was_ her best friend, so she will mostly filling in the role of being the teasing mother to the young blonde, if only temporary.

Mary Jane blinked in confusion, not getting where Martha was going. After a few seconds, she caught on, and blushed faintly. "W-What?! Me and Naruto?! N-No! We're just friends..." She muttered in embarrassment, making Martha chuckle. She put a hand on Mary Jane's shoulder.

"Now now! Take it from my experience, as well as Naruto's mother. Going out with a smart scientist, isn't as bad as it seems. It's actually quite interesting. Sure the men like to blabber on and on about science a few too many times," MJ nodded in agreement, haven had her own experience at dealing when Naruto goes into his 'geek mode', "But take it from me, it just makes them _cuter_." MJ blushed at that, neither denying nor agreeing. She just turned her head and looked at the caged reptiles on the side of the lab. Martha just chuckled at the girl, recognizing the crush she no doubt had for the young Parker. It reminded her of how Mary was with Richard when they were in college. She smiled in nostalgia as she looked at the young blonde as he talked to her husband. She saw the glint in his eyes, the same glint she would often see in Richard and Mary's eyes.

He was definitely their son. A Parker through and through.

Soon, Curt and Naruto approached them. "Alright, everything's worked out. He'll start tomorrow after school." Curt said as he put a hand on Naruto's shoulder. He looked at Mary Jane. "What about you, Miss Watson? We could use any _hands_ here." He said, making a joke at himself. He had long since gotten used to his loss, and no longer felt regret.

MJ shook her head with a small smile. "Thanks for the offer, but science isn't really my thing. I leave that to Naruto." She said as she moved to Naruto's side. Curt nodded in understanding, and wave the two off. Martha joined him on his side as they watched the two teens talk as they left the lab.

"It's good to see that Naruto's okay." Martha muttered. Curt nodded in agreement. When they had heard about Richard and Mary's plane crash, killing them along with the Brocks, it saddened them. They were relieved that their son was alive and well.

Curt looked at his wife. "You go on and get Billy. I'll lock up after I shut everything off and meet you at home." Martha nodded and kissed her husband on the cheek. She went to grab her things and hang up her coat, before leaving.

Alone in the lab, Curt turned and went to his office in the room in the back. Entering, the office was dark, the blinds pulled own, with the only light being from the lamp on his desk. He sat down on his chair with a sigh. With his only arm, he reached over and took off the robotic arm, unconsciously massaging the stub of what remained of his arm. He looked down at the folder that laid on his desk. It was opened, displaying its contents. It held all of his and Richards's notes concerning the **Cross-Species** project. Or at least, _his_ part of the notes. Richard held the other part.

For years, Curt looked for a way to enable cellular regeneration, in order to not only bring back his lost arm, but also so heal the world from body injury and pain. He worked on cross-engineering animal DNA, while Richard worked on his own project: **The Suit**. He still didn't know what it was, as Richard was very secretive about it.

Richard had helped him with the Cross-Species project, using lizard DNA. Lizards were able to regrow lost limbs like tails or hands. If he could just find out how to transfer that ability to him...

He sighed as he rested his face in his hand. No, with the loss of Richard, came the loss of the final product he needed to complete the project. No matter how many times Curt injected the recalculated Lizard DNA into his body, it didn't do anything. His body rejected the serum, and evaporated it in an instant.

If Norman Osborn couldn't finish the project, even with his team of top scientists, what hope did _he_ have?

He wondered...could _Naruto_ know or at least have any evidence or clue of Richard's formula? He quickly shook his head. Richard was paranoid when it came to keeping his secret. There was no way he'd leave something so important and dangerous with his only son, especially when so many powerful and dangerous people wanted it.

Pulling out the drawer, he took out a syringe, as well as a vile containing a green liquid. Putting the vile in the syringe, he injected into his stub with a grunt. Taking a deep breath, he released it and put his robotic arm back on. Standing up, he turned off the light, and left the office.

* * *

It was dawn and the sun was getting ready to set. A flash of light went off as Naruto in his Spider-man costume swung by the tall buildings. Doing a few flips and turns, several flashes went off. He did a large wide jump, his body an arc as he caught a flash. A few more tricks, he stopped and picked up his camera that was webbed to the ledge of a building top. He checked the photos, deeming which ones were good to give to the Bugle for the price money.

"Hmm, these look good. But what I really need is pictures of Spidey in action." Naruto muttered, his mask pulled up over his face. He looked at the sun, judging the time remaining before he had to head home before Aunt May got worried. His curfew was 10 o'clock. He had three hours left.

A beep sounded through his ear piece. Pressing his fingers on it, he turned it on as he connected to the police radio. He listened as a call was made, reporting a break in at a store. Smirking, he put his camera in his backpack and put his mask down. Shooting a web line, he swung to the location.

The thugs were very easy to handle. No matter the numbers, he was faster, stronger, and more agile. He handled them in a minute flat. Not to mention he was able to finally use his **Spider-Signal** for his entrance, and got some good pics...or at least he _would have_ if the flash didn't reflect off the store's window!

Grumbling under his breath at not having good pictures of him in action, he made it home with 2 minutes left til 10. Entering, he smiled when he saw his aunt sitting on the coach, watching television. "Hey Aunt May. I'm home. I'm not late, am I?" He asked as he went to the kitchen.

May smiled at her nephew. "No, dear. Right on time. There's some apple pie in the fridge if you're hungry!" She called out, getting a 'thanks' from the kitchen. "Anything eventful today?" She asked as Naruto walked out with a plate with a piece of pie.

 _'You have no idea.'_ He though as he recalled his meeting with the Vulture. He sat down next to May and shrugged. "Well, I had an interview with Curt Connors as his intern." He told her.

May blinked in surprise, hearing the familiar name. _'Connors?...That's right!'_ She thought, remembering him as Richard and Mary's friend from the lab. "Really? How did it go?"

Naruto smiled at her. "I've got it! I start tomorrow after school. Not sure how long it would take, so there's a chance I might be late past curfew." He said, apologizing. May waved him off with a proud smile.

"It's quite alright! I'm so proud of you, Naruto!" She said and hugged him. Naruto smiled as he balanced the plate on his hand and hugged her back with one arm. Pulling back, May fixed his messed up hair, though it was no use. "Well, just be sure to call be if you are going to be late. You know I worry when you have to travel those dark streets." She told him, her tone holding a bit of nervousness in it. Naruto smiled at her.

"Don't worry, Aunt May! I'll be careful. I promise."

Soon May went to bed as Naruto sat in the small desk in his room. After making sure his aunt was truly asleep, he put on his costume. He was checking his web-shooters, making sure his capsules were full. He was going to check up on Norman and Harry. After that run-in with Vulture, he wanted to make sure the old man didn't make another surprise visit. Ready, he left through the window.

* * *

 ** _Later that night_**

Spider-man was perched on the roof of the Osborn Building. He was keeping look out for any sign of the Vulture. Harry was safely sleeping in his room, and Norman was on his way home by limo with guards. He had planted one of his finished **Spider-Tracers** on the limo. He looked down at the tracker on his hand, locked on the Tracer on the limo.

He had used three Tracers so far, not including the one on the limo. One for MJ's charm bracelet on her cell phone, another on the back of Aunt May's jacket, which she used all the time, and the last one Harry's backpack. This way, he could be noticed if anything happened to his precious people.

He already lost so many of his precious people, he didn't want to lose more.

Hearing a noise, he looked down over the edge, and saw the limo pull up. The guards stepped out first to make sure the cost was clear, before they allowed Norman out. "So far so good." Spidey said. Unfortunately, he spook too soon, as suddenly, his spider-sense went off.

"Osborn!" Vulture shouted as he swooped down. The guards quickly pushed Norman back in the car and ordered the driver to go as they fired at the Vulture. However, Vulture easily dodged the bullets and chased after the car. Spidey quickly chased after. "You will not get away from me this time!"

 _'My thoughts exactly.'_ Spider-man thought. He followed as the guard inside the limo stood up from the sunroof and fired at Vulture. Vulture just charged at him, and picked him up with his talons, before throwing him away. Moving quickly, Spidey caught the man with a bed of web before he hit the ground.

Vulture landed on top of the vehicle, glaring at Norman as the man backed into his seat. "You will pay, Osborn!" He declared as he raised his right razor sharp wing. However, he didn't get the chance as a line of web stuck to his back and pulled him back.

"Hold it right there, Beaky!" Spider-man said as he appeared.

"You!" Vulture growled as he glared at the fool who dared stop him the first time.

"I could have sworn I gave out my name last time." Spidey muttered as he cupped his chin in thought. "Maybe your memories' not so good at your age."

"You will not stop me this time, insect!" Vulture shouted as he ripped off the web-line and flew at him. Spider-man jumped out of the way. He stuck to the side of a building, watching as Vulture floated in the air.

"Okay, first off, spiders are _arachnids_ , not insects. And second, isn't there a curfew for old people?" Spider-man asked, getting an angry roar from the bird-theme villain. With a swipe of his wing, several 'feathers' shot out like daggers at the spider hero. "Whoa!" Gasping, he jumped out of the way. "That's surprising." He commented, before he was hit from the side by a body tackle from Vulture. Recovering, Spidey caught himself with a web-line. "Okay, _someone_ 's not getting their pudding tomorrow!" He moved out of the way of feather-daggers as they tried to pierce him through.

With Spider-man distracted for the moment, Vulture took the chance to chase Osborn. Making it to the limo, he landed on the roof. Glaring at Norman, he aimed his wing at him, his hand on the trigger to launch the hidden blades. However, before he could launch it, Spidey stopped him by grabbing the wing with a web-line and pulling it backwards, the launched blades firing into the road and bouncing harmlessly. Vulture growled as Spidey appeared in the limo through the torn out side door, ripped off by Toomes earlier one, sat down comfortably on the leather chair.

" _*Whistle*_ Damn, nice ride! And is _that_ an ice cream maker?" He joked. Growing angrier, Vulture was about to say (shout) something, but was stopped when a web-line caught him on the face and pulled forward, before he was kicked hard in the face, sending him flying. Jumping out from the car, Spidey landed on the road in front of Vulture.

Ripping the webbing off his face with a growl, Vulture shot at Spider-man. With his agility and reflexes, Spider-man dodged, flipped, and rolled the wing slashes. Bending backwards from a slash that flew over his head, he got up and launched an uppercut at Vulture's chin, sending him into the air. Shaking his head, the old man stopped in mid-air. He glared at the _damn arachnid_ who dared stop him from exacting his revenge. Moving his wings, he launched a furry of black feather-blades at the hero.

Spidey saw a manhole near him, and shooting a web-line, pulled it toward him. Grabbing it, he used it as a shield from the blades. After a few seconds, the shower stopped. Taking the chance, he hurled the manhole at Vulture. Eyes widening, he jumped out of the way. Smirking at the sewer covering missing him, he looked back forward, only to meet a fist to the face. Shaking his head, a vein pulsed on his head. "ENOUGH OF THIS!" He roared and flew off, after his original target. Spider-man followed him.

He caught up to the limo, and smirked savagely and moved in closer. However, before he knew it, the limo made a hard left, and entered a garage building. "NO!" He roared at losing his target. Face going practically red, he shot a heavy glare at Spider-man. "THIS IS ALL YOUR FAULT!" He roared and dived at him.

Spidey jumped out the way, and web-zipped to another building. He swung away fast with Vulture on his tail. _'Okay Parker, think. How do you stop a crazed old man who can fly in some kind of anti-gravity suit? Hmm, if I can break into the interior of the pack, I can shut of the power.'_ He began running on the building side as Vulture shot daggers at him. _'Where the hell is he keeping all of these daggers?!'_ He thought as he dodged a talon grab and moved away. Just then, a news helicopter appeared in his path. Eyes widening, he dropped down and swooped under it before continuing swinging.

Unfortunately, Vulture was not as kind, and cut off the tail of the helicopter with his razor sharp wings. Alarms rang out from inside the vehicle as it span out of control. Hearing this, Spidey looked back, and his eyes widened. "No!" He shouted and turned around. Vulture stood between Spider-man and the out of control copter, as he shot at the hero. However, Spidey didn't have time to mess around, and jumped over Vulture, slamming a heel on the top of his head. With him dazed and distracted, Spidey moved to the copter. He leaped at it, and clung to the side. Grabbing the side door, he tore it off with his immense strength. Inside were three people, the pilot, the reporter, and the cameraman. They were screaming in panic at the situation. "Quick! Grab onto me!" He shouted at them. Having no time to question him, they moved and grabbed into Spidey. Jumping off, they dived down to the ground, the passengers screaming, making him cringe a bit. Raising a hand, he shot a bullet of webbing at the copter, before turning around and shooting another bullet down below. The three screamed in fright, thinking they were about to die, only to blink when they stopped falling. Opening their eyes, they saw that they were caught in a large and strong web. Up above, the out of control helicopter was stuck in a massive web between two buildings. Blinking, the three were put down on the ground by Spider-man.

The female reporter looked at Spider-man as the cameraman filmed him. "T-Thank you! You save us! Who are you?" She asked. Spider-man looked at him.

"I'm just your Friendly Neigh-WOAH!" He was cut off as Vulture swooped in and grabbed him by his talons. The three blinked as Spider-man was carried away. The only thing left behind was a card that floated harmlessly to the ground. The reporter picked it up.

 ** _Courtesy of your Friendly Neighborhood, Spider-man!_**

* * *

"Dude! I was busy!" Spider-man complained as he was being carried by the Vulture.

"You had ruined by chance to make Osborn pay! Now you will take his place!" Vulture stated. They flew higher in the air. Spidey scoffed.

"Yeah, I don't think so!" Swinging his legs back, he got out Vulture's grip, though it teared at the shoulders. Grabbing the man's legs, he flipped over to the man's back. He looked at his shoulders, and saw that the suit was torn there, and he had scratches on his shoulder blades. _'Damn, MJ's gonna have my head for this.'_ He thought as his cuts healed rapidly. Shaking his head, he looked at the pack.

"Hey! Get off me!" Vulture demanded and tried to shake Spidey off, even turning upside down. But Spidey stayed.

"Whoa!" Spider-man groaned as Vulture kept spinning. "Hey, stop that! I'm gonna hurl, and it'll be on you!" He protested, but the old man didn't listen. Growling in annoyance, Spidey raised a hand and swiped down on the right wing. Unknown to him, his fingernails grew longer into claws, and teared right through the metal wing like a knife through bread. Naruto blinked in surprise at what he had just done, and looked at his clawed hand. _'What the!'_

Vulture gasped he lost control of his flight. "You fool! Without my wing, I cannot steer!"

Looking at the other wing, Spidey had an idea, and once more, clawed the wing right off. With nothing to control his flight patterns, Vulture slowed down before stopping, merely hovering in the air. "No! Now I can't fly."

"And yet you're still hovering." Spidey noted, quite amazed at that. It would seem that this suit worked with two functions. The generator to deploy the anti-gravity field, and the wings to steer and change the direction of the flight. Without one, the other cannot work. Putting it off for later thought, he looked at the pack. "Now let's see. There should be a way to open this." He muttered and put his hands on the back, to feel any switch or hatch. If not, he could just punch through. He was about to do exactly that, only to blink in shock when something happened.

His hands were suddenly coated in some kind of _red electricity_. It wasn't painful, so it couldn't be from the pack. _'Then what is this?'_ He mentally questioned. Suddenly, the humming from the pack **stopped**. The two screamed as they suddenly dropped down. Spidey quickly shot a web-line to catch them. Holding on to Toomes, he navigated them. They soon reached a low building, and dropped down on the roof. Toomes dropped with a grunt, as Spidey landed easily.

Getting up, Toomes glared at Spider-man. "You ruined everything!" He shouted and charged at him. Spidey easily dodged the punches before flipping over the man, pushing off from his shoulders. However, the second his hand came in contact with his shoulder, Toomes screamed in pain as red electricity coursed through his body. Spidey watched in surprise and fascination as Toomes screamed for a minute. Soon he stopped, and crashed into the ground. Spidey approached him cautiously, hearing the old man grunt and groan.

"I-I can't move! What have you done to me?! I can't move!" Toomes demanded as he struggled to move any part of his body.

Spidey didn't hear him, as he was too busy looked at the red electricity running through his hands and fingers before they vanished. _'Just what the hell was that?'_

Later on, he watched from a roof edge as the police took Toomes to jail, charged with the attempted murder of Norman Osborn. With that taken care off, he swung his way home.

Entering through the window to his room, he sluggishly approached his bed. He tiredly took off his costume, merely throwing the articles into his closet, leaving him in his boxers. He crashed down on his bed, the events of the day tiring him out. He didn't last a second, before he fell asleep. He would take in as much rest as he could.

Today was the first **_official_** day as Spider-man. With many more _adventurous_ and _dangerous_ days, weeks, even **years** to come for the young hero.

But one thing was for sure. Coming tomorrow, the whole city would come to know the existence of **Spider-man**.

* * *

 **End of Chapter 3.**

 **So, Spidey takes down his first supervillain, and makes his first discoveries of his developing powers. And yes, that WAS the Venom Blast. Freaking love that thing!**

 **And as stated on top, this universe will be known as _Earth-116_ , not to be confused with _Earth-616_. The reason being that a lot of events will be taking place, some of which will involve being transported to other dimensions, and wanted to name the home world.**

 **Now, people had been asking when the romance between Naruto and Mary Jane will appear. All I can say is that it won't happen for another few chapters. Trust me people, I have it worked out! You will just have to be patient.**

 **Now, onto the harem. There's been an issue. You see, I WANTED to keep it at a limit, but then people gave in their requests of who they wanted in the harem. I TRIED to put in as many as I could without making it massive.**

 **So, it reached past the 20 mark by a dozen.**

 **Thing it, I don't know whether to keep it how it was before, or use this new list. Do note that this is the FINAL list. I have decided that if people vote on having this one, NO MORE will be added! NO MORE REQUESTS! So check it out, and if you want it, it will be the official harem listing.**

 **So, the harem listing so far:**

 **Mary Jane Watson [** Earth-616 appearance **] – (** as story continues there will be a surprise event **)**

 **Gwen Stacy [** Earth-616 or Earth-1610 appearance _debating_ **] –** **(** as story continues there will be a surprise event **)**

 **Liz Allen [** Earth-26496 appearance **] – (** as story continues there will be a surprise event **)**

 **Felicia Hardy / Black Cat (** Earth-616 or Earth-TRN009 appearance, which ever you want **)**

 **Anya Corazon / Araña –** will be Naruto's apprentice to master her new spider-powers

 **Angelica "Angel" Jones / Firestar**

 **Jessica Drew / Spider-Woman**

 **Naruko Parker / Spider-Girl [** genetic female clone / 'sister' **] –** actually asked to put by few. Have an idea for the Clone Sage that might actually surprise people.

 **Jean Grey / Marvel Girl / Pheonix [** _X-Men: Evolution_ appearance **] – (** This is actually a two-for-one deal as Phoenix would be put in as well **)**

 **Katherine "Kitty" Pride / Shadowcat [** Earth-8096 / _Wolverine and the X-Men_ appearance **]**

 **Doreen Green / Squirrel Girl**

 **Cindy Moon / Silk –** will be Naruto's apprentice to master her new spider-powers **(** have an idea for her that will make things _fun_ **(** not sexual **)** kukuku! **)**

 **Jennifer Walters / She-Hulk –** a must have **(** _Dragon Blaze-X_ , I completely agree with you! People! Unleash your inner pervert! **)**

 **Gali / Galacta –** daughter of Galactus. A must have **(** I mean, come one! Look at that face! She's so cute! **)**

 **Ororo Munroe / Storm [** Earth-101001 appearance **] – (** sexy no matter what universe she's in **)**

 **Anna Marie / Rogue [** _X-Men: Evolution_ appearance **] – (** she's actually one of my favorite. Can't believe I almost forgot her! **)**

 **Adriana "Ana" Soria / Spider-Queen – (** she may be evil, but she's hot and fits perfectly for this Spider-man crossover. Can anyone say _"Spider Queen braw"l_? **)**

 **Bride of Nine Spiders (** need a name for her. Any suggestions? **) – (** _for those who don't know who she is, she's a mysterious inhabitant, protector, and champion of the "Kingdom of Spiders" in Nepal, a "dark city covered in spider-webs". She's also one of the "Immortal Weapons", and a martial arts master and can use her chi to control swarms of spiders. Like Adriana, she can control spiders with her mind, and even summon them from her chest or mouth –_ gross, yes. But interesting _– and even manipulate her body to turn into a swarm of spiders. She just fits in this story!_ **)**

 **Ava Ayala / White Tiger [** Earth-12041, _Ultimate Spider-man_ **]**

 **Natasha Romanoff / Black Widow –** teacher / secret S.H.I.E.L.D. lover ('secret' meaning that they try to not let Nick Fury find out...but he already knows somehow, but doesn't do a thing to stop it for some reason **)**

 **Silver Sablinova / Silver Sable [** Earth-1610 appearance, but Earth-26496 parentage **] – villain / ally / secret lover – (** Here she's the daughter of Silvermane. Teams up with Spidey in secret when daddy's not looking...that sounded perverted somehow **)**

 **Susan "Sue" Storm / Invisible Woman –** secret lover behind her 'husband's back. Reed ignores her to focus on his work.

 **Janet van Dyne / Wasp –** _same as Sue Storm, but will have **Bashing** of Hank Pym._ **You know why...**

 **Carol Danvers / Ms. Marvel [** requested **] –** she will be a "Hero Trainee" working to control and use her powers

 **Wanda Maximoff / Scarlet Witch [** Earth-1610 **] –** daughter of Magneto

 **Enchantress / Amora [** Earth-8096 / _Avengers: EMH!_ **] – reason: _*SPOILER*_**

 **Hela [** Earth-8096 / _Avengers: EMH!_ **] –** ruler of Niffleheim, the land of the dead. Her relationship with Naruto is similar to that of Deadpool and Death, but _reversed_. Wants Naruto's soul enough to be obsessed due to how powerful it was, but could never get it due to _**! #$.** _ Does everything she can to make Naruto die so she can have him, which proves easier said than done.

 **Laura Kinney Howlett / X-23 –** Wolverine's 'daughter' / clone

 **Tandy Bowen / Dagger [** Earth-12041, _Ultimate Spider-man_ appearance with some of Earth-616 **]**

 **Hope Summers [** requested **] –** Stretchy, but possible I believe

 **Emma Frost [** Earth-8096 / _Wolverine and the X-Men_ **]**

 **Crystal** **–** Political marriage between Humans and Inhumans, should be _fun_. **_(Wanted Medusa, but decided not to since she's happily married. To bad X)_**

 **SO! That's 32, read it, THIRTY-TWO women! NO MORE! So, check the list out, and tell me if you want it or to dum it down. There will also be side-pairings. Not a lot, just a few. One will shock EVERYONE!**

 **ALSO! SPECIAL ANNOUNCEMENT! There will NOT, I repeat NOT, be a schedule any more. I tried to do it, it didn't work. So no, it is first come, first write for chapter idea. I will NOT be making ANY promises on when a chapter will come out.**

 **NOT only are my new college classes starting next month, that will take my time, but I need time to think of ideas. No to mention all the story ideas I keep getting!**

 **ALSO! If you haven't already, PLEASE follow my Author Notes fic! You never know when I have news about one of the stories!**

 **PLEASE follow that!**

 **Anyway, enjoy your Christmas and Happy Holidays.**

 **Look for my next upload when it comes!**


	4. The Enforcers

**Disclaimer: Juubi no Shinju does not own Naruto, Spider-man, or the Marvel Universe, Cinematic or Comic.**

 **Hello everyone! I am happy to report that I am now officially three weeks sober!... Nah I'm just kidding. I don't drink. _Too cool for drugs and alcohol!_**

 **Anyway, I just found out a SHOCKING announcement! PETER PARKER HAS A _SISTER_?! How will this impact the Spider-Man Marvel Mainstream Universe?! Is there another hero in the Parker Family?**

 **AND HOW WILL THIS IMPACT MY STORY?! WILL I HAVE TERESA PARKER APPEAR HERE?! IF SO, WHEN?**

 **AND HAVE YOU SEEN SPIDER-MAN'S DEBUT IN CAPTAIN AMERICA: CIVIL WAR?! OMFG! Not sure I liked the suit design, but DID like the narrowing of the eyes. LOVED IT! Will I also have my Spider attend a civil war?! Maybe!**

 **So many questions! No answer! All I can say is that the once great classic Spider-man history has dramatically changed with the _New Marvel NOW_ story line! And the Marvel Cinematic Universe if kicking off with a great Reboot of its heroes! Just hope that they don't mess up Spidey's reboot!**

 **Can't wait to see the movie!**

 ** _I'm getting goosebumps!_**

 **Due to a source, it is _hinted_ that Medusa broke up with Black Bolt. I'll check out if that is true or not. If so, I might once more add Medusa to the harem, and pair Crystal with Johnny Storm/Human Torch.**

 **And also, in this story, Reed Richards and Sue Storm aren't married. Dating, mostly. But not married. I just can't split the team up if Naruto and Sue's dating secret was discovered.**

 **And I was actually asked to add in Queen Veranke, the Skrull Queen. I know I said that the harem was final, but this suggestion had me thinking. I'm debating on this. Given that Medusa or Crystal was added to establish a treaty between humans and the Inhumans, the same could be done between humans and Skrulls. I'll think about it.**

 **Also, ignore what I had previously said about Naruto only getting 3 suits. He will have more than that!**

* * *

 **ALSO, I CHALLENGE YOU PEOPLE! IN A BATTLE OF COURT!**

 **Which Spider-man, or Spider-man Cinematic Movie, did you like best? Which did you hate? Why did you hate it? Why did you like it? Who is the best cinematic Spidey: Tobey Maguire (Spider-man 2002) or Andrew Garfield (Amazing Spider-man 2012)?**

 **Who will win the battle of BEST CINEMATIC SPIDER-MAN?!**

 **Tell me your reasons in reviews! Make sure to leave strong, reasonable and factual details!**

 **Now, without any other news to report, let's begin!**

* * *

 **Chapter 4: The Enforcers**

* * *

 ** _Parker Residence – Basement/Naruto's Lab_**

 _"...In our top news, Adrian Toomes, founder and CEO of **Toomes Electronics** , has been arrested last night for an attempted murder of Oscorp president, Norman Osborn. Toomes had nearly accomplished his intended goal, if not for the appearance and rescue of Manhattan's newest hero, **Spider-man**. Not only has Spider-man put a stop to Toomes, he had also saved the lives of myself, a cameraman, and pilot after a troubled situation with a New York news helicopter. Toomes is sentenced to several months of prison, and as of yet, Norman Osborn has not yet issued a lawsuit. On the behalf of myself and my crew, I would like to tell Spider-man...Thank you."_

Grabbing the remote, Naruto muted the small tv. Beside him, Mary Jane sent him a small grin as she elbowed him on the side. "Nice work there, whiskers. You beat your first bad guy, _and_ made the 5 o'clock news." She teased. Rolling her eyes at her, Naruto turned his attention back to his work desk.

Laying on the desk, was some _souvenirs_ he took from Vulture after their fight. One of the severed metal wings – which he found lying on top of a building – and the anti-gravity generator he took before handing Toomes/Vulture to the police. His eyes inspected over the equipment, his mind running on thoughts on how they worked. Not only that...

He glanced down at his hand, thinking back on the strange red electricity, and the effects it seemed to do to the old man.

MJ also looked at the gear her best friend brought. "Nice gear." She commented. She then tapped the pack. "What's this?" She asked. Looking at the pack, Naruto answered, cupping his chin in thought.

"From what I got during the fight, it's some kind of anti-gravity generator. It seemed to enable a person to fly high in the air. Beaky used that to fly, and the wings to steer."

MJ whistled. "Nice, and now _you_ got it." She stated with a growing grin. "Let me guess, you goanna fly now? That'd be so cool!" She stated with a grin.

However, Naruto shook his head. Grabbing the pack from the side, he laid it on its front, taking the top off after finally unscrewing it minutes ago. Inside, were gears and computer chips, and wires. Setting the top to the side, he looked at the components. "Unfortunately, the thing's busted." He said, making Mary Jane whine a bit as she softly hit his shoulder.

"Why'd you have to break it?! Don't you realize how cool it would be to fly around?" She said, a cute pout on her lips.

Rolling his eyes at her, he looked at the circuitry. While it may not look like it, the main computer chip that operated the flight tech had been bust slightly. _Slightly_ meaning that even if it was still operational, it would only work at around a 15% capacity. _'Whatever it was that I did, it was strong enough to not only paralyze Vulture, but also burn off the circuitry.'_ "The best thing this thing is good for, is to take it apart and use the working parts." He shrugged as he looked at the wing and pack, his enhanced mind already calculating and thinking of ways to use the technology.

Mary Jane looked at Naruto. "What _did_ happen? You told me you were fighting Vulture and beat him. You never told me how."

Looking at her, Naruto thought on it for a second, before he raised his head. The two looked at the appendage, MJ in confusion, while Naruto tried to concentrate, trying to recall and bring back the feeling that caused the strange _spark_ from before. After a minute or two, they two watched as a few small sparks of red energy fizzled around his fingers.

MJ blinked. "What was that?" She got a shrug.

"Don't know, but whatever it is, it paralyzed Birdy's whole body with a single touch." Naruto explained. That surprised Mary Jane.

"Really? That's surprising." She said as raised a finger to it in curiosity. But before she could touch it, Naruto pulled his hand away.

"Don't even think about it, Red. Whatever this is paralyzed Vulture." Naruto told her.

MJ rolled her eyes. "Yeah, for like an hour. Relax, it'll be fine!" She said with a grin and tried to reach for his hand. Too bad for her, Naruto just side-stepped from her easily.

"You know, one of these days, that daredevil curiosity of yours is going to get you in trouble." He told her, tapping her on the nose. Luckily, his new power didn't activate. MJ just pouted, making him roll his eyes.

She could be such a kid sometimes.

He turned back to his desk, where his costume and web-shooters were laid. The costume had some tears on it. MJ said she would fix it back up. He had also finished his hand-made web formula, and will test it later on. He also reviewed his fight with the Vulture. Being his fist actual battle, nothing like school fights, he did surprisingly well. He would be lying if he said he wasn't completely scared shitless throughout the whole fight. However, with Harry's dad in danger, he pushed his fear aside for the moment, and just let his instincts take control.

All in all, he would give his performance a 10 out of 10!

Behind him, MJ had her arms crossed with a pout. She glanced at the tv, seeing that they were showing footage of the paralyzed Vulture. She rubbed her shin with a thoughtful look. Looking at Naruto, she grinned.

Naruto didn't pay attention as he was too into his thoughts. _'Hm, there's also that reward money the Bugle's offering for pictures of yours truly. Maybe I should give that a try? $2,000 is something I can't pass up.'_ It would be a great make up after that asshole back at the wrestling night scammed him out of the $5,000. Not to mention that since the internship didn't offer any cash, he needed some way to make money. MJ offered the suggestion of getting a job, but he was reluctant.

Between school, homework, working at ESU Labs, and doing his patrols as Spider-man, getting a job would only increase his already 24/7 busy schedule. It wasn't like he could be in two places at once! _'Maybe I can-'_ Suddenly, his spider-senses went off.

Behind him, MJ launched at him with a grin, her arm stretched out. Naruto span around, moving to the side as he dodged her reach. Steading her feet, the redhead tried another lunge, but with his reflexes, he dodged with a grin. Moving near his work table, he reached over and grabbed one of his web-shooters. Putting it on, he dodged backwards as MJ's hand nearly grabbed him. He shot a web-line at the hand, grabbing the wrist. He moved behind her, pulling her arm. She gave a yelp of surprise as she was span around, before Naruto grabbed her arm, holding it away as he wrapped his other arm around her waist. He shot a web-bullet at her other arm, wrapping the hand in a web cocoon. He grinned at the redhead as he held her in a trapped embrace.

MJ began to blush fiercely when she realized her face was merely inches apart from Naruto's.

"Really MJ?" He asked her, his eyes shining with amusement. "You know what they say, 'Curiosity killed the cat.' Maybe I should give you a new nickname. How about it, _Little Kitty_?" He said, his voice low. The blush on her increased. Her mind was filling dizzy. The hold her crush held on her were firm, yet gentle. Her eyes trailed down to his lips. So close... when she was younger, she would often dream of kissing them. She blamed all those romantic movies she watched. Just one kiss...that's all she asked for. A kiss, that would hopefully express the feelings she just couldn't find the courage to tell him. For so long, she had longed to tell him how she felt about him. Ever since their first kiss – if you could call it that ‒ she was hopeful, maybe he would feel the same! They could take their relationship to the next level, becoming a couple!

Naruto stared at Mary Jane. Back when they were kids, he had a small crush on her – he still did – he thought she was cute. They had known each other since kindergarten. The thing that immediately caught his attention, even at a young age, was her red hair. He didn't know why, but he loved her red hair. It made look so beautiful. And as time passed, she had grown from the cute girl, into a gorgeous woman. And it was not just her looks, it was everything about her. Her wild yet kind personality, her tendency to never give up when she puts her mind to something – though whether it was a good thing or not at times, he has yet to figure out – and most of all, her cute laugh.

He smiled softly, and unable to help himself, lifted a hand and gently ran it through her flowing hair, making her eyes widen slightly, before smiling, her cheeks burning.

The two stared at one another silently. Unknown, or unseen, by the two, Naruto's pupils changed into narrow, beast-like slits for split second, before going back to normal.

Slowly, the two began to get closer, their lips nearing one another inch by inch. Fraction by fraction.

Just a bit more, and...

 ** _PING!_**

The two jumped, their eyes wide, their states broken thanks to the noise from the computer. They blushed at what they were about to do. Seeing their position, they quickly separated, their faces red _(any more blood rushing to their heads, and they'd be tomatoes ‒ which for some reason, that thought made Naruto **very** angry)_. Unable to look at one another, Naruto coughed awkwardly. "I-I should, um, check that."

"O-Okay."

A blush burning his cheeks, he approached his computer. Turning on the monitor, he looked at it. Opening up his email, he saw that he had a message from Dr. Connors. A message to join Connors in a study tomorrow after school. He smiled excitedly, he couldn't wait to start studying under Curt Connors. He replied, saying he'll be there.

Mary Jane leaned against a desk, a timid blush crossing her face as she looked anywhere but Naruto. She couldn't believe she almost kissed Naruto Parker, her long time crush, but in her mind, she cheered at coming so far than she had over the years. Just a few more seconds, and she would have finally kissed Naruto!

She also cursed whoever had interrupted her change. She bit her thumb in annoyance. She would have to make sure to take her chance next opportunity, before she lost it. Unlike her adorable, but slightly dense friend – he was a _boy_ after all, no experience with romance – MJ knew how he seemed to attract the attention of the other high school girls. And if she didn't make her mover quick, she might lose him. She wasn't so much as worried about many of the high school girls, Naruto wouldn't date shallow woman who didn't like him for him. However, along with her, the ones she was really worried about, were Liz, and a few of her other female friends. So she would need to make her move before they did. And she knew just the way to do it.

In a few weeks, there was going to be a high school Fall Formal Dance. As such, she was going to ask him out before anyone else did. Then, as they were slow dancing, she would tell him her feeling. And if that didn't work, there was always option B,

Pull him into a heavy make-out session. The shocked and flustered look on his face would be very amusing. If that didn't make her feelings clear to his boyishly dense mind, nothing would.

She looked up when she heard the police radio speak. _"All units. We have a runaway car, carrying robbers. Heading down 4th street. Requesting back up. Please respond."_

She saw Naruto walk over to his costume. "Heading out?" She asked as he picked his costume up, not minding the tears.

"Yeah. There's still trouble. Also need to clear my head after this whole battle with the Vulture. Still running on adrenaline." He said as he took off his shirt, forgetting MJ was there. Mary Jane blushed hard as she looked at his tone back, seeing some muscles granted by the spider bite. She looked away, though casted one more glance.

Naruto was soon suited up. Other than some cuts and the large one on the shoulder, only half sewed up by Mary Jane, it would hold. Grabbing his mask, he looked at MJ, shooting her a grin as he gave her a two finger salute. "See ya later, Red!" He said, putting his mask on before he left through the back door entrance that led to the outdoor stairs outside (He couldn't believe he had forgotten about that! Would have been way easier to get out through there than sneaking around upstairs.)

MJ smiled as she saw him off, before sighing. She would tell him when he got back.

* * *

 ** _Meanwhile – In an unknown, abandoned warehouse_**

With the gate opening up, a small group of man entered. The ones that stood out, were the three men following a man in a suit inside. The first was a man in a green suit with a white hat. Named Jackson Brice, aka, **Montana**. A man skilled in lariat, using a lasso.

Next to him was a man in a fancy black suit and tie, and a white fedora hat. On his waist was a holster with two pistols. His name was Dan Rubinstein, though mostly known as **Fancy Dan** , a skilled sharpshooter and mercenary.

Lastly, was a huge man with dark skin. This was a man who didn't need any weapons. His muscles and strength were deadly enough. Raymond Bloch, **Ox**.

Together, they formed a top notched mercenary group known as the **Enforcers**.

They followed the guy who worked for the one who hired them. They were supposed to meet their client, but instead they circled an intercom on a stool.

"They're here boss." The man in the suit, Mr. Noname, spoke.

 _"Greetings, gentleman. I apologize for not meeting you personally, but I'm afraid my identity must remain hidden until I know your skills are as good as you say."_

Montana, the presumable leader of the team, scoffed, crossing his arms. "A test, huh? What sort of test?"

 _"For the past weeks, a **pest** has been causing problems for my _operations _. And that is something I **cannot** have. Believed at first, my men were simply trying to steal from me. But after the first few had been_ dealt with _, I now know otherwise. Up to this point, there has been no identity to this person. Until now. Given the resent news and studying the evidence, we now have a face to this threat."_ Mr. Noname took out a file and handed it to Montana. Opening it, he saw photos of a person wearing red and black homemade costume swinging on what looked like **web** across buildings. _"This so called **"Spider-man"** had been interrupting with my plans, and so must be dealt with."_

"And you want the Enforces to wrangle up this here, Spider?" Fancy Dan asked.

 _"No, Mr. Brice. I want you to **crush him** like the bug he is."_

The Enforcers glanced at one another, before looking at Noname who held up a briefcase. Opening it up, the Enforcers smirked as they looked at all the money inside.

"When do we start?" Montana asked with a grin.

* * *

 ** _With Naruto_**

Web-swinging cross the high buildings of Manhattan, Spider-man simply followed the police sirens. He soon found the trail of police cars chasing after the getaway cars. His eyes saw two robbers, one driving while the other shot at the cops. Swinging faster than the speeding cars, he got closer to the lead car. Swinging down low, he came in sight of the robbers.

"Holly shit! Its that Spider-man guy!" The shooter shouted.

"Shoot his ass!" The driver shouted. Aiming at the swinging hero, the shooter fired at Spidey. With his spider-sense, Spidey dodged the bullets by jumping over bullets, which to him, moved in slow motion. While in mid air, he aimed his hands at the thugs. Pressing his fingers against his wrists, he shot balls of web at them. One of the web-bullets struck the barrel of the gun, exploding on contact and covering it. Another hit the shooter on the forehead, knocking him back by the force of the impact.

Flipping in the air, Spider-man landed on the trunk of the car. The driver quickly reached to take out his hidden gun. However, before he could, he got webbed in the face. With a muffled shout, he tried to get it off his face, releasing the wheel, making the car go out of control.

Spider-man shot a web-line at the wheel, and with a yank, made the car's wheels turn abruptly to the side. With the speed it was going, the sudden friction forced the car to volt and fly into the air.

Seconds later, the police cars came to a stop when they saw the car they were chasing. At the first car, the cops stepped up, looking ahead in confusion, one of the guys scratching the back of his head in confusion.

In front of them, was the getaway car, suspended in mid-air by a large web in-between two lamp posts. The tugs were hanging in cocoons of web, unconscious.

On the roof of a nearby building, Spider-man watched as the cops took the men away, his hoodie up over his mask. Just then, he got a call of a robbing of a pawn shop. Shooting a web-line, he swung off.

* * *

 ** _Parker House_**

 _"...The new hero, Spider-man, continues to protect the people of New York. He is seen taking down criminals and helping the police."_ Images are shown of criminals being tangled in web and left for the police. _"However, there are mixed reactions to the new hero."_

A policeman was being interviewed. He had a stern look on his face as he glared at the camera. _"This man's nothing but a vigilante. A freak that goes around, making everyone think he's some kind of hero. What do we know about him anyway? Guy wears a mask, for Pete's sake."_

Next to be interviewed, was a woman. _"Last week a couple of thugs dragged me off the streets into a corner. I screamed for help, but no one came. They were about to... but, Spider-man appeared. He beat down the ***holes and saved me. Guy's a hero in my book."_

More people were interviewed.

 _"My stored was being robbed. But Spider-man appeared and stopped them. He's a hero."_ Said an elderly man.

 _"I had lived in a nice, safe, friendly neighborhood. But now, how can I feel safe for my children with all these freaks in costumes running around?"_ A mother said with a frown.

MJ pursed her lips as she watched the news before putting it on mute. She was sitting on Naruto's bed in his room, having watched the recent news report on Spider-man. So fore, things were going as well as she had hoped. Some people in the city were getting used, and even licking Spider-man, though the rest, not so much. Especially the police department. _'Naruto's not a vigilante or a freak! He's trying to help!'_ She though in defense for her blonde hero.

Speaking of said blonde, he was sitting in his desk, looking down at his hand through a microscope he got for Christmas. Nothing out of the usual, same finger prints, same flesh, same spider-like hairs growing **out** of said flesh...

He then grabbed some equipment, and making a small cut on his finger to draw blood, put it in a scanner ‒ nothing high-tech, too much above his allowance, but worked well.

Pressing keys on his keyboard, he brought up data on his blood. He frowned. Still nothing. His blood was as normal as any other radio-active spider changed blood. He just couldn't figure out what had caused his new power.

Sighing, he looked at his hand, to which at that moment, as if to mock him, his hand sparked. He glared at the red static.

"Looks like Spider-man's making a name for himself." He heard Mary Jane say. Turning around in his chair, he looked at her.

To some people, maybe. Not so much the cops." He reminded. MJ nodded, but didn't think much on it.

"I'm sure you'll change their minds sooner or later."

Standing up, Naruto scoffed. "Yeah, like when I save the city from an alien invasion like the Avengers." He joked as he fell down on his bed. Looking at him, MJ stood up from her place on the floor, and laid down on the bed next to him. She looked at the blonde.

"You alright?" She asked, concerned.

Naruto sighed. "Yeah. Just coming to realization that my once normal life was gone now." He said.

MJ smirked softly. "Well, you know what they say, "Normal is overrated." Naruto chuckled at that.

"Yeah, guess you're right. But still. I can't help but be worried." He looked at her, frowning. "What if something happens? What if I get hurt, and Aunt May finds out? I don't want her to worry. What if I make a dangerous enemy, and he finds out my identity? What if-"

MJ silenced him, placing a finger on his lips. "Hey, enough with the "What ifs" and worries. You'll make a great hero! I know you will. You are strong and stubborn to not lose to someone, so you will beat any enemies you face. I believe in you!" She said, her tone and eyes strong.

Naruto looked at her, before smiling. He gently grabbed her hand from his lips. "Yeah, guess you're right. Maybe I can do his. After all, I have you to be there for me." He said, smiling widely, his eyes closed, so he didn't see the blush MJ had.

Just then, they heard Aunt May knock on Naruto's door. "Naruto, Mary Jane. Dinner's ready!"

"Be right there, Aunt May!" Naruto called out. Standing up, he held a hand out to MJ. Smiling, the redhead took it. Together, they left the room, but not before Naruto shot a web-line ‒ with a blunt tip ‒ at the television, hitting the power button, and turning it off.

* * *

 ** _Later that Night_**

It was night time in New York, and Naruto was dressed up in his Spidey suit. He was swinging through the city tops, enjoying the night air and peace and quiet.

And since he had to go back to school tomorrow and starting his job with Connors, he'd need the time to think.

His new life as Spider-man was going well for starters. He stopped some of the average criminals, save people from burning buildings, stop robbers from taking old women's purses, rescue cats from trees, etc.

He sighed through his mask. He's been trying hard to make his way through his hero business. He knew it, "With Great Power, comes Great Responsibility". But there was another phrase...

"The calm before the storm".

Maybe it was his spider-sense. Maybe it was his human instincts. But something was telling him, making the hair on his neck stand on end, that sooner or later... his life is about to get much crazier than it already it.

 _'Hmm, maybe I'm just over-reacting...'_ He thought as he swung.

Meanwhile, unknown to him, he was being watched. On the top of a nearby building, Montana watched the spider hero through the scope of a rifle. "Target locked." Raising the riffle, he locked on to the web line, and fired.

As Naruto swung, absently thinking ‒ once again ‒ on his money issue, his eyes widened when suddenly, his spider-senses flared. "What the-!" His eyes widened behind his mask, when suddenly his web line was cut. He bit back a curse as he started falling down. Recovering quickly, he shot a line and swung safely to the roof of a building. He sighed in relief, thinking he was safe. But unfortunately for him, he was wrong.

Once more, his spider-senses activated, making his eyes widen. Turning around, he had to shield his eyes with his arm, when a spot light shined down on him. Peering under his arm, he saw an armed helicopter appear from the side of the building, weapons locked on him.

"What the heck?!" He asked. Just then, sensing someone land behind him, he turned, and saw Montana ‒ not that he knew who that was.

Montana smirked at Spider-man. "So, you're the mysterious Spider we've been hearing about." He said.

Naruto narrowed his eyes at him. "And you are?" He asked, tensing.

"Your worst nightmare, boy." Montana said, before taking out his whip and slashed at Spiderman. Spidey quickly jumped out of the way. But the danger didn't stop there, as the copter began firing machine guns at him. He quickly dodged, jumping and flipping out if the way. Jumping into the air, he shot web bullets at the copter, hitting the guns and blocking the barrels.

Landing, he soon had to once more dodge out of the way of Montana's whip.

Meanwhile, seeing their guns not working, Ox and Fancy Dan got out of the copter, putting it in auto-pilot. Jumping off, they landed on the roof, surrounding Spider-man. They, along with Montana, wore black clothing and gear.

Naruto, seeing himself surrounded, narrowed his eyes. He turned to Montana. "Let me guess, more of you club members?" He asked, and only got a smirk. "Seriously, who are you guys? What do you want?"

"We're known as the Enforcers, boy. And what we want... _is you_." At that, the three man charged at Naruto at once.

 _'Crap!'_ He quickly jumped out of the way, back flipping over Ox. Landing behind them, he bended backwards at the waist in an incredible show of flexibility, as he ducked under Fancy Dan's weapon of choice, an iron staff. F.D once more swiped at him, only for Naruto to jump over it, and using his momentum, kicked the man away. Dan, managing to stay on his feet, took out one of his pistols, and fired at Spidey. Naruto, with his spider-sense and agility, dodged the bullets, before charging at the man. Getting close, he jumped up, and kicked him away.

Sensing danger, he looked over his shoulder, only to see the large man known as Ox behind him with his arms over his head. Spider-man quickly shot web up at him, entrapping his fists in a cocoon of web. It served as a good distraction, as Ox tried to free his hands. Taking the chance, Spider-man leaped up at him, delivering a strong uppercut that sent the man flying back.

Montana, seeing his men being made a fool of, whipped his lasso at the spider hero. Spider-man had to duck and weave out of the way as the man tried to trap him. The strikes were fast and quick ‒ which he found to be quite impressive, as he could see that the lasso wasn't elastic ‒ like a snake. It was only thanks to his spider-senses that he was able to predict their paths.

He jumped out of the way, landing on top of the roof entrance, looking down at the men as they gathered. _'Damn it! At this rate, I'll miss curfew if I keep messing around with these guys!'_

Ox, freeing his hands by ripping through the web ‒ _'Holy crap! These webs are as strong as steel cable!'_ ‒ and with a mighty jump, leaped at Spider-man. Ox coming down with his arm cooked backed for a punch, Spider-man jumped out of the way as the large man punched down on where he was at, break a whole right through the bricks.

Landing, Spider-man saw Fancy Dan charge at him with his staff ready. Narrowing his eyes, Spider-man met his charge. Once he got close, he went down on his knees, bending backwards as he slid right through the gap in-between the man's legs. Getting behind him, Spider-man shot two web lines at them man's back. Connecting, he pulled hard, and threw F.D hard into the wall in front of him.

Just then, Ox appeared once more, charging at him like the animal he is named after. Looking at him, Naruto glanced down at his hand. Narrowing his eyes, he clenched his hand. Only one way to take down a speeding ox. Nodding, he charged as well at Ox. _'The bigger they are...'_ Getting close, he leaped up and over Ox, maneuvering out of the way of his arms when Ox tried to grab him, before pressing his hands on his shoulders, sticking to the man's back. He reared his arm back. _'The harder they fall!'_ He thought as he pressed his hand on Ox's back.

. . . .

Nothing happened.

Eyes widening, Naruto cursed in his head. _'SHIT!'_ Before he could move, Ox reached behind him and grabbed him by the leg. _'DOUBLE SHIIIIIT!'_ Before he could react, Ox threw him with his mighty strength. "Whoa! Whoa! Whoa!" Naruto shouted as he flew through the air, before crashing into the wall. "Argh! Definitely feeling that tomorrow."

"Now who said you'd live to see tomorrow?"

Looking up, Naruto's eyes widened when he saw Montana with a gun pointed at him. _'Crap!'_

Montata smirked at Spider-man. "Say good night, boy." He said, beginning to pull back the trigger.

Behind his mask, Naruto's pupils sharpened into slits. His heart and blood began to pump faster. The worlds around him began to slow down, while his adrenaline increased. Every nose grew louder, but controlled. His sense of smell increased, until he could smell everything around him.

Like the smell of oil and gun powder.

He didn't think, not even for a second.

He just acted.

Before Montana could pull the trigger, Spider-man snapped up to his feet. He grabbed the gun by the barrel, the pressure of his grasp bending the metal a bit, before he span around, getting into the man's guard, and with a spin kick, sent Montana flying hard to the other side of the roof.

Ox and Fancy Dan blinked in surprise as they looked at where their leader laid. Suddenly, before Fancy Dan knew it, a web line grabbed his staff. Naruto gave a pull, but Dan held on tightly, only staggering forward a bit. But that was all Spidey needed. He raised his wrist at the man, and used a new trick he came up with. Pressing down quickly on his wrist and jerking his hand down, he shot hardened, balls of web. The balls flew and struck Dan on the chest and face, the force behind the balls were the same as being hit by tennis balls, thus knocking him down, unconscious.

Ox, being the only one left standing, didn't know what to do. Fortunately for him... he wasn't given the chance to decide, as Naruto ‒ in a show of surprising and unexpected speed ‒ appeared above the man. His fingers stretched out, his claws began to grown. "Ah!" With a shout, he clawed down at the man's chest, tearing through his chest armor and shirt, and skin, causing a bit of blood to bleed out.

Ox gave a shout of pain and surprise, as his skin had durable enough to survive cuts from blades, so being cut surprised him. As Naruto landed in front of him, Ox threw a punch in anger, but Spidey ducked under it. Moving around the limb, Naruto struck him back with a punch of his own to the chin. Ox's head snapped upward from the impact, but Naruto wasn't done. With his other arm, he punched the man in the stomach, making him his body curve. With a right hook, Ox's head snapped to the side.

With a leap, Naruto climbed up to Ox's shoulders. Behind his eyes, his eyes turned red, the glow shining through his goggles. **"Take this!"** He shouted as he reared his right arm back. Around the fingers, red sparks danced around.

His instincts activating his new power. One, he now dubbed a name that fitted its bite.

 **The Venom Blast**

"AAAAAAHHHHHHH!" Ox screamed as loud as he could, as Naruto placed his hand on the man's back. Currents of red lightning coursed through his body, both internally and externally. Not at a high enough outage to burn his skin, but it felt like that, as the electrical currents hit his pressure points, shutting down his body functions. After a long minute or two, Ox fell down on the ground, completely, but temporarily, paralyzed.

Spider-man stood in the center of the roof, panting from the adrenaline rush as he was surrounded by the knocked out bodies of the Enforcers.

The red in his eyes vanished as the adrenaline began to leave him, making him pant in exhaustion. He looked around at the unconscious mercenaries, before he took a deep breath, looking up at the night sky. He only had one thing to say.

"Aunt May's goanna kill me for being late."

* * *

 ** _Parker House ‒ Naruto's Bedroom_**

 _"...Later this night, the police had found three man tide up in what could only be web, no doubt belonging to none other than Spider-man. The three men were discovered to be none other than Dan Runinstein, also known as "Fancy Dan"; Bruno Sanchez, known as"Ox"; and their leader, Jackson Brice, known as "Montana". Together, they are known as "The Enforcers", an underground mercenary group for hire. While their events for being in the city is unknown, they had been stopped and turned in to the authorities by Spider-man. The captain of the police force personally gives Spider-man thanks for turning the Enforcers in..."_

MJ smiled as she turned off the television. It would seem Naruto had quite the nightly events. _'Wow, two days, and he already took down a crazed old man, and a mercenary group. I wonder what else he will face.'_ She thought as she looked at her best friend, who laid on his bed, sleeping after the tiresome night.

She smiled, as she grabbed the sheet and covered him. He deserved the rest. She gently combed his messy blonde hair. "Good night, Naruto."

Smiling at her bff/'secret' crush, she left his room, turning the light off as she left the blond to sleep. He deserved it.

* * *

 ** _Meanwhile..._**

In a dark lighted office, Mr. Noname approached the desk at the end, where a figure sat. He replaceable employee placed a laptop on the desk, facing the figure. With a press of the button, a video was played.

The video showed the fight between Spider-man and the Enforcers.

The figure watched silently as the video played. Once it was over, he was silent. "So, the Enforcers have failed to... _exterminate_ this pest." The man spoke, glaring at the frozen image of the red and black hero. "This _Spider-man_ has showed to be quite skilled to be able to handle them."

Raising a hand, the man slammed it down on the laptop, completely destroying it with a mighty force.

" _That_ makes him dangerous and a threat to my organization." The man then stood up, and while his appearance was hidden by the shadows, it was seen that the man was very **_big_**. "And that, I cannot have. Before he can become too much of a threat, Spider-man **must** be destroyed."

* * *

 **End of chapter 4**

 **Sorry if it felt rushed, brain power low today and not much useful material/ideas for the introduction of the Enforcers. I just used the scene from the Spectacular Spider-man (probably the BEST Spider-man show of the franchise, the others…meh! Good but not great.)**

 **Just so you know, Montana's version is from Spectacular Spider-man. (and before you ask, yes he will become Shocker, always liked that version for some reason. Must be the ascent).**

 **Ox is also from Spectacular Spider-man.**

 **And Fancy Dan is from the Ultimate Spider-man comics.**

 **And I'm pretty sure everyone knows who the mysterious leader is. And just you wait, I have many more surprises for you all in the future!**

 **R &R**

 **Ja ne!**

* * *

 **P/S I have created a Community along with Wildfire777 and KuronoDono12. It is named Juubi-Wild-Kuro's Naruto Galaxy! It will not only contain our respective stories, but also the stories that will be shown in our respective versions of the Naruto-verse reading stories!**

 **So be sure to check that out!**


	5. The tentacles of Doctor Octopus part 1

**Disclaimer: see previous chapters**

 **SORRY that I've been silent for so long, thing was that I was getting set up for classes coming in fall. Unfortunately, it is full time. Don't know the hours, but it might keep me busy, as it is weekly, so my updates might be very slowly. I ALSO was actually helping other authors who contacted me with THEIR stories, much to my surprise, and pride. I'm so happy people like my writing style and story ideas to ask for my help! Thanks for the boost in confidence guys!**

 **Also, this Wednesday, July 6, it is my B-DAY! Not important, just felt like saying it. XP**

 **Also, I stand corrected: the top best Spider-man shows were** **Spectacular Spider-man** ** & ****Spider-man the Animated Series** **. Those two are my top favorite shows. The other shows were good too, I'll admit.**

 **I will say I enjoyed** **Spider-Man: The New Animated** **Series because of the drama between Peter and Mary Jane, and was angry when it got canceled as the last episode was REALLY good.**

 **I also loved** **Spider-man Unlimited** **, really loved it, and was pissed it got canceled. D.I.A!**

 **The new season of** **Ultimate Spider-man** **is great too, as it seemed to be combining the Spider-man franchise (Spider-verse, Miles Morales, and Scarlet Spider ‒ WHY DID BEN HAVE TO DIE?! WHY?!).**

 **P/S, I JUST noticed/found out that the voice of Ultimate Spider-man is** **Drake Bell!** **How did I NOT notice that?! Then again, last time I've seen him on TV was when he was on Drake & Josh on Nickelodeon, so its excusable.**

 **Then there's the SECOND Spider-man reboot coming in 2017 (whose appearance in** **Civil War** **was, and pardon the cliché, AMAZING!) Tom Holland is a GREAT Spider-man.**

 **I've got to say, I liked both original movies. You guys are right, Tobey Maguire made a great Peter Parker (holding very close to his comic character as an average man trying to make it in life) while Amazing Spider-man 1 & 2 showed great comic action and real battle damage.**

 **The questions I asked about them last chapter or so, was only for curiosity, that was it.**

 **Let us see how this new Spidey does, and if he is worthy of taking the mantel of the Spider in his movie!**

 **Fun Fact: In the Mainstream Universe (Earth-616), Peter Parker has been in relationships with approx. 17 women;**

 **Felicia Hardy** (Black Cat), **Gwen Stacy** , **Mary Jane Watson** (and the only one he married at a time), **Betty Brant** , **Carlie Cooper** , **Michele Gonzales** , **Carol Danvers** (Captain Marvel), **Liz Allan** , **Debra Whitman** , **Cissy Ironwood** , **Sara Bailey** , **Silver Sablinova** (Silver Sable), **Jessica Drew** (Spider-Woman), **Natasha Romanoff** (Black Widow), **Julia Carpenter** (Spider-Woman, Arachne, Madame Web), and most recently **Silk** and **Lian Tang**.

 **So Naruto isn't the only player here! XP**

* * *

 **Chapter 5: The tentacles of Doctor Octopus, part 1**

* * *

When Naruto opened his eyes, he expected to either see the morning rays coming through his window, or still the darkness of the late night.

Instead, he saw something he didn't expect. The familiar cold and dark corridor of the sewer like place he had seen after being bitten by the spider.

"What the? How did I get here?" He asked as he looked around in confusion. Once more, he saw the dozens of spider living in the place. Some looking straight at him.

Weird...

 ** _Grrrrrr_**

He froze, blood freezing and spine straightening once he heard that _familiar_ beastly growl. _'Oh no...'_

Slowly, he looked behind him. And saw the same cage. The one that held that **beast** he saw the first time. As if by command, large, crimson red eyes snapped open from the darkness within, followed by a massive toothy grin.

Eyes widening, Naruto jumped back, putting as much distance between him and this... _thing_ as possible. "You!"

The beast hidden in the shadows chuckled. It's loud, deep voice causing the chamber to shake from how powerful it was. **"Hello,** ** _boy_** **. We meet again..."**

Naruto gasped as a sudden and powerful force slammed down on him, sending him falling to his hands and knees. The beast laughed at this, greatly amused at the teen's pathetic state.

The blonde gritted his teeth, trying with all his might to get up, but it was no use. He was held down like a bug ‒ no pun intended. His breath got caught in his chest, finding it hard to breath.

All the while, the beast grinned widely, displaying its sharp flesh-tearing, bone-crushing fangs. However, after a minute or two, it let up its energy. It wouldn't do to kill his container.

At least, not **yet**.

Gasping as the force vanished, Naruto tried to calm himself, sweat gathering at his face from exhaustion. He took deep gulps of air, his pupils shaking. Whatever it was that happened, shook him. He felt an immense fear and powerlessness. Like a prey.

 **"Hehehe..."**

Naruto glared up at the beast who laughed at his fear. Bastard.

"Who… _What_ are you?!" He demanded, grunting as he manage to push himself up to his feet with strain. Managing it, he glared at the beast, before spreading his hands wide. "What is this place?! Some sort of figment of my imagination?!"

The beast smirked, shooting a dark glare at the teen. Naruto's head hammered in pain, as spider-senses went into overdrive, while all the spiders around him scattered off, their primal instincts warning them of a large and dangerous threat to their existence. Naruto gritted his teeth, his head feeling like it was being whacked by a mallet!

 **"Hehehe... You think all of this is fake? Nothing but a dream?"** The beast asked rhetorically, his tone holding great amusement as he watched the teen squirm. **"No boy, this is no dream. And I am not some imagination!"**

Naruto tried to push the pain in his skull back as he looked at the beast. The lighting in the room began to grow, and soon revealed the beast in the shadows. His eyes widened at what he saw, taking a step back.

It was a fox. A fox of massive size, easily as big as a quarter of New York, maybe as big as Manhattan. Its fur was a blazing reddish-orange. Around its red eyes, was black fur, making it look like a mask. It had long rabbit-like ears, with the inside being black. Behind it, nine, large, long tails waved furiously in the air.

"What…" Naruto gulped. " _What are you_?"

The fox ‒ the _kitsune_ he recognized from those tales he used to read as a kid ‒ grinned at him. **"I am the terror of the lands! With but a single flick of my tails, I crumble mountains, rise up tsunamis, and bring countries to flames! I am the KYUUBI NO KITSUNE!"** The now named Kyuubi roared.

Naruto was forced to shield his face with his arms from the strong winds rushing at him from the roar. Even with his "stick-em powers", he slid back from the force. Soon the force stopped, making him look over his arms.

 **"As for where you are... This** ** _pathetic_** **prison is but your own mindscape."** Naruto blinked in surprise. What? His mindscape? That can't be true, can it? Pointing the thought away for later, he looked at the _Kyuubi_ as it called itself.

"...Then…then what are _you_ doing here?" He asked, gulping once more.

Kyuubi just smirked. **"Ain't that the question of the century?"** He muttered, before with another roar, he banished Naruto once more from his mind.

* * *

 ** _Outside Naruto's Mindscape ‒ Naruto's Room_**

Naruto gasped as he shot up. He breath hard as his vision ‒ blurry from sleep ‒ cleared; calming down, he saw he was back in his room, the place dark with barely visible rays of sunlight piercing through his window; looking at the clock on his nightstand, he saw it was only 4:56 a.m.

Sighing, he ran a hand through his messy, sweat drenched hair before getting up.

 _No use going back to sleep_. Not that he thought he could, after that. He frowned. What the heck was that strange dream all about? Was it even a dream? On effect of his spider-injected powers? _'Please don't tell me I'm going insane.'_

 ** _Hehehe..._**

He froze when he heard that low, dark, amused chuckle.

Ok then… _not_ a dream.

He shook his head. Either he was going crazy ‒ which he was willing to bet, given his sudden turn in life ‒ or something was up. Why was there a giant fox in his mind?! How did it even get there? How long has it been there? So many questions and yet no answers.

He groaned.

He was getting a headache, he thought, as he slapped his cheeks, waking himself up. He knew though, that could think all of that later, right now, he had to prepare for the day, as it was going to be a busy one because after school, he was going to start his day working at the Labs with Dr. Connors.

He was also going to go to the Daily Bugle to enter his photos of himself/Spider-man for the photo contest.

 _He was really hoping to win the contest. He needed to money._

Naruto shook his head, shaking off the early morning thought as he got up from the bed.

As he went about getting his clothes for the day, he stopped in his steps when he suddenly felt a _tingling_ sensation. It wasn't his Spider-Sense, for it wasn't coming from the _back of his head_. No, instead the tingling came from all over his head. It was like his brain was  vibrating.

He looked around, wondering what could cause such a feeling, before he looked up. With his eyes, he saw something at the top corner of his room. Looking closer, his vision zooming in, he saw a web at the corner, and on it was a spider.

It was staring at him. And he stared back.

Blue eyes stared at eight pairs of wide pools of black.

Naruto didn't know what it was... but the longer he stared at the spider, the more the vibrations spread. It went down his spine, spreading through his bones, making his fingers twitch, going down his legs to his feet, and back up.

 _'What is this feeling? My body's feeling like it's going numb.'_ He thought as he stood frozen in place. His right index finger twitched, before the spider's front right leg took a step to the right, but never looked away from Naruto.

He didn't know how long he stood there, staring at the spider who stared back. It was so strange, his body and mind felt numb, like he was in some sort of dream-like state.

 ** _KNOCK KNOCK_**

"Naruto? Are you up?" Came the voice of Aunt May from the door, breaking Naruto's hypnotic state with a flinch. He shook his head, brushing off the (no pun intended) cobwebs in his mind. He looked at the door, before turning back to the spider, only to find it gone. He looked around for it, but couldn't see it. He rubbed the back of his head, wondering what all that was about.

"Naruto?"

"Ah, yeah Aunt May! I'm up. Give me a second." He replied, putting the strange event to the back of his mind for later.

He had a day to get ready.

* * *

 ** _Meanwhile, at May Jane Watson's House next door_**

Like Naruto, MJ was getting ready for school. Dressed in a sleeveless black shirt, dark blue jeans, and black shoes, she sat in front of the mirror in her room, brushing her long red hair after putting some lip gloss on her lips. She knew Naruto loved her red hair; even if he didn't say it, his staring at it when he thought she didn't notice, was proof enough. As such, she wanted to make it straight and glossy enough to grab his attention.

Time has passed, and soon the Formal Dance was only a few weeks away. She narrowed her eyes at the mirror, nodding with a determined look.

She **was** going to ask Naruto to the dance before any other girls got the chance to! No matter what!

Hearing a knock on her door, she turned to it. "Come in!" Entering, was her aunt Anna Watson. Anna was a mid-aged woman like May Parker, with dark brown hair that had some grey hairs showing. Her attire was that of her time.

Seeing Mary Jane, Anna smiled at her lovely niece. "Good morning, Mary Jane."

"Good morning, Aunt Anna." MJ said before continuing brushing her hair. Anna walked to her, and grabbing the brush, began brushing it for her niece, MJ letting her. As she brushed the hair, Anna spoke.

"I hear there will be a dance coming to your school. Would you like me to help you find a dress?" She asked. MJ smiled and nodded softly, she loved her aunt and loved spending time with her.

"Sure thing."

"Do you have a date yet?" She asked. MJ's smile lessened. Something in her aunt's voice gave her a bad feeling. "If not, Franny's eldest son is available..." She hinted. MJ sighed.

She should have known.

"Aunt Anna! I can find my own date, thank you!" She said, her tone holding disapproval. Why does he aunt keep trying to set her up in dates?!

"I know! I know! Just offering... do you have anyone in mind?" Anna asked curiously. She wondered if Mary Jane would ask that nice Harry Osborn. He was a handsome fellow, kind too. Being rich also helped ‒ not that she was a gold digger. Heavens no! She just wanted the best for her precious niece.

MJ bit her lip. She didn't want to tell her aunt she wanted to ask Naruto. Lord knows what she would say!

Anna frowned, pausing in her brushing. "You're not thinking about asking that Naruto boy, are you?" She said with a disapproving tone. MJ groaned.

Here it comes...

"Aunt Anna, please don't start!" She begged, but her aunt didn't seem to listen.

"Mary Jane, I just don't think he's the right boy for you!" She said strongly.

"Why don't you like Naruto?" MJ asked… for the _hundredth_ time that year. Honestly, she just couldn't understand the negativity Anna Watson held for Naruto. The woman always had to express her disapproval of being friends with him.

"That boy is lazy and rebellious. Picking fights in school, sleeping in class, not to mention coming home late and worrying his poor aunt!" Anna said, making MJ roll her eyes.

Naruto doesn't fight in school; he stops bullies from picking on kids.

He sleeps in class from time to time because he stays up late in his lab working in finishing his father's studies.

As for coming home late? Well, she couldn't tell her aunt about him being Spider-man. Given her dislike of superheroes and/or mutants, the woman would no doubt either call the police, drag her to another town, or have a heart attack.

"Why must you only see the bad things? Naruto's at the top of his class, he's friends with many of the student body, and has a great chance of going to high colleges with his grades and smarts."

Anna scoffed. "Call it a woman's intuition, Mary Jane. That boy is nothing but trouble! And if you're not careful, you'll be hurt." She said, finishing her brushing.

MJ rolled her eyes. Her aunt was just being paranoid ‒ something she figured had to do with her (MJ's) father being an abusive asshole and Anna trying to protect her from men like him.

Though it could also be the fact of Naruto's childhood pranking phase... yeah, it was either one of those two. Anna never got over kid Naruto switching her shampoo with blue dye.

Though it _was_ really funny!

But MJ trusted Naruto to always be there for her. It was one of his qualities that attracted her to him! And no matter what her aunt said would change her feelings!

So, if ( _'when'_ she thought) she and Naruto began dating, her aunt would either have to deal with it, or lose her love!

With her hair done, she turned to her aunt and hugged her. "Look, I love you, but who I choose to start a rela- I mean, go to the dance with, is my choice." Kissing her aunt on the cheek, she grabbed her bag and left the bedroom before the woman could make notice of the almost slip up of words. "Going to have breakfast at Naruto and his aunt's house! Have a nice trip, Aunt Anna!"

Her aunt was going out on a relative emergency, and would be gone for the week.

* * *

 ** _Parker Residence_**

Sitting at the dinner table, as Aunt May placing down a plate of eggs, toast, and bacon in front of him and the newly arrived MJ, Naruto's eye twitched. He was looking at the newspaper. He was wearing a burnt orange shirt, black jeans, and orange and black shoes. He glanced at MJ, who replied with a shrug as she took a bite out of her toast.

He turned annoyed eyes to the newspaper, reading the line.

 **SPIDER-MAN: HERO OR MENACE?!**

It was a newspaper from the Daily Bugle, with the article written by someone in Naruto's top 5 list of people he hates: J. Jonah Jameson, publisher and chief of the company. He still hated the cold bastard for trying to get a comment from him just after his parents died! And to make it worse, he had to meet the man again this afternoon!

Already the day was becoming terrible for him.

He scowled as he read the article. It basically just ranted about Spider-man being a menace to society, being a vigilante who was trying to stop the police from doing their job, and causing nothing by trouble. About how he was no better than criminals, and was tricking the nice people of New York with his 'hero antics'.

All in all, the lies angered Naruto, making him want nothing more than to march down to the Bugle, kick Jameson's ass for the lies, and leave him hanging on a web! _'I'm just helping the city, and he's making me sound like a criminal!'_

However, taking a deep breath, he calmed down. He would not let the words of some idiot get to him. Putting the paper down, he began eating his breakfast.

After breakfast, the two teens left, saying goodbye to Aunt May with Naruto giving her a hug and a kiss on the cheek as he grabbed his black and orange jacket off the coat rack and backpack. Taking the bus to school ‒ Naruto ignoring MJ's request of going "the fun way" with web-swinging ‒ they made it in record time.

Walking into the school, they could see that the staff and students were already getting everything ready for the dance. Banners were hoisted up, posters lining the walls, etc. Walking down the hallway, they could hear the conversations of the students going on about who they were going with and what they looked forward to. Though the girls were more excited than the boys.

Making it to his locker, Naruto opened it up and began grabbing the things he would need, while MJ leaned against the lockers next to him. "So, you excited for the dance?" MJ asked, thinking on how she would ask him to go to the dance with her.

Naruto shrugged, not looking at her. "I guess. Though I just hope Flash and his jocks won't be doing pranks like he did last year." He said. Last year, Flash stuffed the nominated Prom King into a locker so _he_ could be Prom King. His plan would have worked, if Naruto and Harry hadn't seen what he did and freed the guy.

Flash got detention for a week for that.

MJ nodded. She then bit her lip, before taking a breath. She turned to Naruto. "Naruto, speaking of the dance..." Naruto looked at her with a raised brow, wondering where she was going. "...Well, you see… I was-"

"Naruto! Mary Jane!"

MJ's eye twitched as the two turned as saw Harry approaching them with a wave. _'DAMMIT HARRY!'_ MJ mentally screamed and cursed.

If this were an anime, she would be crying waterfall tears.

Naruto smiled and waved back at his best pal. "Yo, Harry!" He greeted as the rich boy got to them. Harry smiled at then, before sweatdropping when he saw Mary Jane glaring at him.

 _'Something tells me I used ruined something important.'_ He thought, chuckling nervously. MJ looked away from him with a huff with her arms crossed. The two boys looked at her in confusion, glancing at each other, before shrugging.

"So, Naruto. Any big plans for today?" Harry asked as the three began walking. Naruto smiled at him, rubbing the back of his neck.

"Yeah, actually. I start working with Dr. Connors after school today. I was also going to the Daily Bugle to enter their photo contest." He said, holding up the camera he brought.

Harry raised a brow at him. "You think you can actually win? Naruto, this is New York. _Everyone_ has a camera on their phones or laptops. So the chances of your pictures being picked are one in a thousand." He said. He knew Naruto was a good photographer, but still, the odds were against him.

Naruto smiled mysterious at the brunette. "Let's just say I feel lucky." He said.

"I thought you didn't believe in luck." Harry responded. With a grin, Naruto held a finger up.

"I don't believe in fate. Luck, on the other hand, is a good friend...as long as you don't piss it off." He stated. Harry chuckled in amusement and nodded, just as the bell rang.

Two periods later, and Naruto and Harry were in gym, standing with the other boys in their gym clothes. "So, you going with anyone to the dance?" Naruto asked Harry.

Harry shrugged. "A few girls asked me, but I turned them down. I knew they just wanted to go with me so they could brag to their friends." He said, getting a pat on the shoulder from Naruto. Harry then smirked at the blonde. "What about you? Anyone you're interesting in going with?" He asked, glancing at MJ who was with the girls playing volleyball.

Naruto followed his eye line, his lips twitching upward for a second, before shaking his head. "I don't think I'm going to go." He said, making Harry look at him in surprise. "I don't want to leave Aunt May alone in the house. Ms. Watson's leaving on some family emergency from what MJ told me, and I don't think Aunt May has any plans that night. So I thought I'd just stay home and watch a movie with her." He said. Harry frowned and nodded in understanding.

Just then, the coach approached the boys, blowing his whistle. "Alright boys! Today we're doing rope climbing!" He said, jabbing a thumb at the ropes near them. "Need two volunteers! Who's up first?"

Flash stepped forward with a smirk. "I'll go! And I challenge Parker!" He called, pointing at Naruto, who blinked and pointed at himself. "Yeah, you! C'mon, Puny Parker!"

Naruto's eye twitched. Puny?! He could easily sumo slam the jerk on his back in seconds flat! And that was without his powers! Years of martial arts, right here!

He grinned and stepped forward. "Alright Flash, I'll take your challenge."

The boys began muttering amongst themselves, and soon got the attention of the girls who looked over curiously. Soon everyone was surrounding the climbing mats as Naruto and Flash glared challengingly at the other. The coach rolled his eyes. Teenagers. "Alright, Parker vs. Thompson. First one to climb to the top and ring the bell wins."

"You're going down, Parker!" Flash said. Naruto rolled his eyes. Did the idiot forget that he was a skilled acrobatic? He didn't even need his powers to beat the jock. Flash was all muscle, focusing on strength and durability for football. Naruto was agile and quick. Not too thin, but not too buff.

Once more, thank you Uncle Ben for those classes.

"Both ready?" The coach asked, raising his whistle to his mouth as Naruto and Flash grabbed their ropes. "BEGIN!" With a sharp blew, the two began climbing up. Flash was grunting as he pulled himself up, while Naruto was barely giving it any effort, merely wrapping his feet around the rope and pulling up with his hands. He was easily getting ahead of Flash, and before the quarterback could even make it past halfway...

 ** _DING! DING!_**

Naruto smirked down at the other blonde who groaned at his loss. "Better luck next time, Flash!" He said before climbing back down. Landing on the ground, he was congratulated by the other boys. He smiled at them. Even though he didn't have to put too much effort to climb, he _did_ have to put effort in keeping his spider-powers down so he didn't accidently accelerate his speed.

Harry laughed as he patted Naruto on the shoulder as they moved away from the group, MJ joining them. "Nice work, bro!"

Naruto smirked at him. "Was no problem. Flash was too heavy to go fast. Guess being 'puny' wasn't so bad." He said, the three sharing a laugh.

"Another thing, Naruto." Harry spoke as they finished gym and separated from MJ as they walked toward the locker rooms. "My dad's meeting with a colleague of his. It's a science thing, and I don't want to go. You willing to take my place?" Harry offered as he took his shirt off.

Naruto shrugged as he took his own shirt off. Harry raised a brow in surprise when he saw the developing muscles his friend had. That surprised his as Naruto never worked to gain muscles, only to be quick enough with his karate moves. "Sure, I guess. Who's he meeting?"

Harry smirked, knowing his pal was going to love this. "It's actually one of your heroes. Otto Octavius."

Eyes widening, Naruto coughed, almost choking on his own saliva. "O-Otto Octavius! Are you serious?!" He asked. He could actually meet _the_ Otto Octavius?! First it was Curt Connors, and now Otto Octavius?! Who's next, Reed Richards?!

This was geek heaven!

Harry grinned at him. "Yep. So you interested?"

"You bet I am, ya know! **(1)** "

* * *

 ** _Meanwhile ‒ Girls' Locker Room_**

"So I heard Terry asked you to the dance."

"Yep! What about you? You going with Jason?"

" _*scoff*_ Heck no! Like I would go with that cheating bastard!"

MJ rolled her eyes at the teenage girl drama around her as she changed clothes. Everyone was talking about who they were going with, even comparing dates.

One of the girls turned to her. "What about, Mary Jane?" She asked with a grin. "You have someone _special_ you going to ask?"

Another girl looked at the redhead. "So, who's it going to be? The rich boy Harry?" She asked.

"Ooh! He's cute!"

Once more, MJ rolled her eyes. "No, not Harry. We're just friends."

"Then who?"

A girl gasped. "Oh! It is Naruto?!" She asked, making the other girls comment on the handsome blonde.

MJ blushed at that. "Well... maybe. I haven't... exactly asked him yet." She muttered at the end.

"Oh! So Naruto's available?!"

"If you don't ask him, can I?!"

"What about me?! He's cute!"

MJ's eyes widened before narrowing when she heard the comments about asking out Naruto themselves, making her shoot them a glare. Now Mary Jane was not the jealous type ‒ well, not _entirely_ ‒ but she wasn't about to let these girls or anyone else grab Naruto with their slimy hands before **her**!

Slamming her locker shot, making the girls jump, she left the locker room.

She had to find Naruto, and ask him to go to the dance with her!

It wasn't long before she found the blonde, at his locker grabbing his bag. She could see a few girls nearby looking at him, but luckily not making a move. This was her chance! "Naruto!"

Looking up, the whiskered hero saw MJ and smiled at her. "Hey MJ!" He greeted once she got close.

"Naruto, I need to ask you something!" She said. Naruto raised a brow at her.

"Um, okay. What's up?"

MJ took a deep breath. This was it! Time to start her plan to capture the blonde's heart! "Um... well you see…" Naruto tilted his head gently to the side like a fox _(making her bite her bottom lip at the cute move, damn him!)_ raising a brow as he looked at MJ who tried to find the right words, her cheeks slowly burning in embarrassment. _'Damn it, girl! What's wrong with you?! Just ask him already!'_ "Do you... Are you planning to go to the dance?" She asked. No! That wasn't what she wanted to ask! Why was this so difficult?! All she had to say was "Will you go to the dance with me?" Why did God hate her?!

 **[JnS: I love messing things up... XP]**

Naruto blinked. "Um...I'm not sure." He said, making MJ look at him in confusion, as well as a hint of disappointment. "I thought about spending the night with Aunt May. I didn't want to leave her alone, ya know." He said, rubbing the back of his head.

MJ frowned in disappointment at the fact he might not go, before pushing it away with a smile. He was doing it because he didn't want his aunt to be lonely! She couldn't fault him for that.

"Oh, alright! Maybe I can come too! Help you keep her company!" She offered. Naruto frowned.

"But, then you'll miss the dance. I can't do that to you." He said, but she waved him off.

"It'll be stupid any way! Hanging with you and Aunt May is more fun!" She told him with a smile. While he wasn't sure, Naruto nodded slowly. "If you're sure."

She nodded. "I am." There were other opportunities to tell him. She wasn't going to be selfish. Though that didn't mean she wasn't disappointed at the wrench to her plans.

Damn Parker Luck!

 **(I want to thank** **snake1980** **for his suggestion and help with this scene. While it wasn't completely like the idea, I modified it. Keeping the drama rolling! Mwahahahaha!)**

* * *

After school, Naruto was heading to the Daily Bugle before he had to go to ESU. With him was MJ, going with him for two purposes.

1\. To see if there were any acceptable internships if she wanted to work there.

And 2. Make sure Naruto didn't attack J. Jonah Jameson and struck him in the balls like he did when he was a kid.

Heading up to the top floor by elevator, they entered to see a busy room. People either sitting in their desks either typing on their computers or talking on the phone, talking to one another, or running around to get somewhere. They carefully moved through the people, trying to get to the office at the back.

"Very busy here." Naruto commented, with MJ nodding.

"Well, the Bugle _is_ one of the top newspaper businesses in New York, the top in Manhattan." She said. Getting close to the office, the doors suddenly bursted open, and a man with short black hair, some grey showing, a mustache and a soul patch, and suit walked out, shouting all over the place.

"Robbie, where's my layout! Foswell, I ordered that rewrite hours ago! Lee, I'm not paying you to sit around! And _you!_ " He shouted, turning to face Naruto. The blonde raised a brow.

"Me?" He asked, before blinking when he was suddenly grabbed by the front of his shirt. He was then dragged away. He looked at MJ, only to see her shrug.

"I sent you to get my bagel and coffee _hours_ ago!" Jameson shouted as he dragged Naruto to his office, MJ following after them. They passed by a beautiful woman, around her early to mid-20s, with short brown hair, wearing a teal blouse and long brown skirt.

"You sent Benny, and it's only been 3 minutes." She told Jameson.

Naruto's brow twitched, getting tired of being dragged. So he slapped hand away from his shirt, not caring if he held back his strength or not. Taking a moment to calm down his anger, with MJ placing a hand on his shoulder, he looked at Jameson. "I'm not your delivery boy. I'm actually here for the contest for pictures of Spider-man." He said. The sooner he was done, the faster he could get away from this bastard, old anger for the man rising.

Jameson raised a brow at him as he entered his office. Another man also entered. He was a tall black man with short dark brown hair, a friendly smile with a dark pink (?) business shirt, blue tie, and dark brown pants. He nodded in greeting to the two teens. Sitting down behind his desk, Jameson looked at Naruto. "Alright kid, show me what you've got!"

Taking out an envelope from his backpack, he laid it on Jameson's desk. Narrowing his eyes suspicious at the envelope, he looked at Naruto, who shrugged. "Can't be too careful."

Grabbing the envelope, Jameson opened it and took out several photos, laying them on the desk. Each of the photos displayed Spider-man, either swinging through the city, or climbing up walls. A few were taken from far away, some mid-range taken from the top of a building, or at the ground.

Naruto didn't want people to get suspicious if he made all of them great, so he left a few of them blurry. **(2)**

He waited as Jonah and Robbie looked over the photos, picking the ones that were were good or they liked it. "So?"

Jonah hummed, before grabbing a close up photo of Spider-man swinging. "Alright fine. You get the money. You're the only guy with decent enough photos in this damn city." He grumbled. "MS. BRENT!" He shouted, making Naruto flinch. He shot the man a glare as he picked his ringing ear with his finger. Damn bastard. Damn heightened hearing. The woman from before entered the office. "Get this brat his money!" Nodding, the woman left.

Robbie hummed as he looked at the photos. "These are pretty good. You have quite a talent for photography." He commented.

Naruto rubbed the back of his head sheepishly at the praise. "Thanks! I used to be the photographer for my school's newspaper."

Hearing that, Jonah hummed. "Tell you what kid! How would you like to work for the Bugle?" He asked, surprising Naruto and MJ.

"Um, I'm still in high school. Not to mention that I also work as an intern at ESU Labs." The blonde stated.

Jonah scoffed. "Trust me kid, the newspaper's where the real money is! And after you graduate, you'll have a job already!"

However, Naruto was still not convinced. He was busy enough as it is. However, he _did_ need some way to make money...

Just then, an idea hit him. "How about a deal?" He asked, getting Jonah and Robbie's attention. "I will work for you as a freelance photographer. Taking any pictures you need from time to time. In return, you pay me $20 for every photo you use for your newspapers." He said. MJ looked at him in surprise.

Robbie raised a brow at the teen. Jonah stared at Naruto in silence for a few seconds, before bursting out in laughter. A long laughter.

 **[Cue Spider-man 2 Jameson laugh scene]** "HAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!"

Raising a brow, Naruto waited for the man to stop laughing. After two or three minutes, Jonah finally calmed down. Wiping away tear, he looked at Naruto. "... You serious?" He asked, getting only a blink. "Why the heck should I pay you anything?! You're just a kid!"

Ignoring the kid comment, Naruto shrugged. Grabbing his backpack, he turned to leave. "Alright. I guess I can just go another newspaper to sell the photos. I'm sure the Wall Street Journal would pay well for them."

"HOLD IT!"

Resisting the urge to smirk, Naruto turned around to face the glaring Jameson. Scowling, Jonah reaching into his drawer and took out a cigar. "Fine! We'll pay you for photos. But they better be good! Got it!"

Naruto shrugged and nodded. "Whatever you say, J.J.J." He then jabbed his thumb over at MJ. "My friend would also like to know about any positions or applications for high school students."

"Robbie can handle that." The editor-in-chief nodded and led MJ away, leaving only Naruto and Jonah in the office.

Grumbling, Jameson lifted his feet up on the desk. "What's your name anyway kid? You look familiar."

Naruto's eyes seemed to flash. "Parker. Naruto Parker."

Jonah hummed. "Parker... where have I heard that name before?" He muttered as he looked at blonde's face. Blue eyes, blonde hair in a shade he never saw before ‒ like a miniature sun ‒ and weird lines on his cheeks. They looked like whiskers...

Whiskers... _wait a minute_...

Jonah froze, and seemed to pale. _"Come kid! Say something! How do you feel about your parent's death?! Do you think it was an accident?! Do you- OOF!" Jonah doubled over as a glaring, 4-year old Naruto punched him hard in the crotch._

 _"Naruto!" May Parker reprimanded as she pulled her nephew away as Jameson fell to his knees._

"YOU!" Jonah shouted, standing up and pointing at Naruto. Said teen gave a fanged smile.

"Me."

Subconsciously, Jonah crossed his legs to protect his crotch. It took two weeks for it to heal!

Just then, Betty returned with the check. "Here you go." She handed it to Naruto. She raised a brow at her frozen boss.

Naruto smiled at her and took the check. "Thank you, Ms..."

Betty smiled at him, ignoring her boss's state. "Brent. Betty Brent." She introduced, shaking his hand.

"Naruto Parker." He said, he then grabbed a piece of paper off the desk and a pen. He wrote down his number. "Here's my number to call when either Jameson or Mr. Robbie needs me. I'll also came back some time tomorrow." He said, giving her the info. She nodded as he turned to leave, but not before flashing Jonah one last smile. "Well I should get MJ and be going. See you later, J.J." He waved as he left the office, the frozen Jameson, and the confused Betty who tried to get her boss out of his state.

* * *

"So, how'd it go?" Naruto asked as they walked out of the building.

MJ smiled. "Great! Mr. Robertson said I can start working as an intern in the summer." She said happily. He raised a brow at her.

"Why summer? Why not now?"

"He said things are really busy right now. With the rise of new super villains and Spider-man. So there's not enough room for me right now." She said. Naruto winced and rubbed the back of his head.

"Sorry." He apologized. Looking at him, MJ bumped him on the side.

"What are you apologizing for? It's not your fault!" She told him.

Naruto sighed. "Alright, guess you're right. Anyway, I should get going to the ESU Labs. Do you need me to drop you home?" He asked her, as her house was a bit far.

MJ shook her head. "It's alright. I can just take the bus." Naruto frowned, not sure if he should just let her go alone in the city. MJ saw his look and rolled her eyes, but smiled nonetheless. "I'll be fine! I know karate too, you know. And I also have you in speed dial, so I can call you is something happens." She told him.

Naruto sighed, running a hand through his hair. "Alright fine. Just be careful, ya know."

MJ winked at him. "Don't worry! No you better get going, before you're late." She turned to leave, giving him one last wave. "Later tiger!"

Naruto waved after her. Sighing, he began making his way toward an ally so he could change and web-swing to ESU quickly.

After several minutes, Naruto made it to ESU Labs just in time. Quickly changing, he entered the labs, where he saw Connors and his wife at the desk. Seeing him, they smiled and waved. Waving back, he made his way toward them. As he walked, he noticed there was another person with them.

"Naruto! Welcome! I hope you're ready to work." Connors said. Naruto nodded at him.

"Of course, Dr. Connors."

Connors smiled. "Great! Oh, and allow me to introduce your fellow intern," He gestured to the other person, a young woman, who approached them. She had a light, pale skin complex, and like him had blonde hair tied in a ponytail. Over her light blue eyes were round glasses. She wore a light blue shirt, a short, knee-length skirt, and a white lab coat. "Naruto, this is Debra Whitman."

"Hello there." Debra greeted with a smile, holding her hand out to shake, which Naruto did.

"Hello."

Seeing his two interns getting along, Curt and Martha smiled. Curt then clapped his hands, getting the two blonde's attention. "Well then, shall we get started?" He asked, to which he got nods.

* * *

His first day at the lab went well. He and Debra work with Connors in learning the basics before getting into his current research, which involved herpetology, reptilian study, its physiology, and components and characteristics.

He also managed to sort out his work days with Connors. So he worked at the lab on Mondays, Wednesdays, Fridays, and Saturdays. That way, he won't be too overloaded with his school work and lab work. Not to mention his new job at the Bugle, and secret Spidey days and nights.

He really enjoyed working there. It was a place where he can actually feel comfortable with displaying his scientific knowledge. A place where he could be Naruto Benjamin Parker, 'geek' and son of Richard and Mary Parker. Not Spider-man, just Naruto.

Making it home by swinging, he was greeted by his aunt who told him there was leftovers at the fridge for him.

After eating, he went upstairs to his room. Entering with a yawn, he fell on his bed. Closing his eyes, he allowed a moment of rest.

Opening his eyes, he looked at the side of his room, where at the corner, he saw something hiding under his desk. Raising an arm, which had his web-shooters on his wrist, hidden under his long sleeve shirt, he shot a web-line at the object and yanked it toward him. Grabbing it, he sat up.

He frowned when he saw it was his father's briefcase. After everything that's happened since Uncle Ben's death, he completely forgot about it.

He smiled faintly as he ran his hands over the leather. It belonged to his dad. From what his aunt and uncle told him, there was quite a story to it.

His dad, Richard Parker, got it from that leather shop ‒ the one that always smelled like an old man ‒ at 9th Avenue. Back when he was around his age. 19 years old. And the person who sold it to him?

Naruto's mother. Mary.

He chuckled a bit, his eyes stinging. His parents got together thanks to this old leather case. Thanks to it, they've been together since then.

His smile then dropped. His uncle told him that his dad asked that the case was kept safe. But for what reason? Opening it up, he dumped the continents inside on his bed. He found a calculator, some quarters, pens, and a beeper. He saw a cut out of an old newspaper, and picking it up, he saw it was a photo of his father with some other people.

One of them was Curt Connors.

He then saw two ids. One of a place called Horizon Labs, and another... of Oscorp?! His dad used to work with or for Harry's dad?! Though, that would explain how the company was working on his dad's old Cross Species project.

Looking at the case, he picked it up, and looked inside to see if he missed anything else.

Nothing, it was empty. Pursing his lips, he turned it over on its side and the back.

 _Thud..._

Blinking, he could have sworn he heard something. Turning it to the side, he heard a small swish and thud. There was something inside. Something he missed.

Reaching inside, he felt around for the thing. Feeling nothing, he continued to look. Opening the back zipper, he looked inside. He blinked when he saw a small thin opening under the top strap. Running his finger over it, he narrowed his eyes. At a subconscious command, his index nail lengthened and sharpened into a claw. Putting his nail at the opening, he cut through it. Opening it up, his eyes widened when he saw files and a CD.

 _'Dad... what were you hiding?'_

Taking the files and disk, he stood up and put them on his desk. Opening his door a bit, he focused on his hearing. He could hear the soft breathing of his sleeping aunt. Gently closing the door, he sat down on his desk and looked at the files. He saw a logo at the top, one he recognized anywhere. The same one he saw all those years ago. Back to _that_ night.

 **O.O** , with a slash through the two letters.

Shaking those thoughts aside for later, he opened the files and began reading. Inside were many formulas he recognized with his father's handwriting.

"Zero, zero, Decay Rate Algorithm?" He questioned. Continuing looking, he saw that several papers were of the Cross Species project. "Several organism test subjects were used for the project. Subject 5 of C.S project was a Tubular worm crossed with an Aphid. Unfortunately, subject did not survive more than a few days." He read. Looking at the other papers, he saw the same thing. All test subjects could not accept the new genes and died.

Running a hand through his hair, he looked at the last few last pages, and stopped.

"Projects subjects had moved to Araneae Family. While the first 35 have been unable to show signs of adapting to cross breed genes of different spider species, signs of hope are seen. I have recently discovered something that may prove to help with adapting the planted genes. Will conduct secret experiment myself, away from other eyes." He read lowly, before raising a brow. What could it have been that allowed his dad to fix his project? He was about to continue, when...

 _"All units respond-"_

Turning his head, he looked at the police radio on his bedside. Damn, he forgot he brought it up here. He quickly moved toward it and lowered the volume, hoping it didn't wake his aunt up. He sighed in relief when he didn't hear her.

 _"-All units, gunfires sounding of from City National Bank."_

Groaning, Naruto had no other choice. Getting up, he walked to his closet. Pushing his clothes apart, he looked down at the bag on the floor. Grabbing it, he opened it up to show his Spider-man suit. Grabbing it, he got ready for another night as Spider-man.

He could look over his father's notes tomorrow.

* * *

 ** _The Next Day ‒ Midtown High_**

With the bell ringing, students began leaving the school. Walking out, Naruto, MJ, and Harry chatted. "So we're thinking about going to Coney Island on the weekend?" Harry asked.

"Isn't there a big game on Friday?" MJ asked, recalling the announcements saying their school's football team was up against another school this Friday.

Harry nodded. "Yeah, thought that if we win, we can go out and celebrate."

Naruto shot him a grin. "And if we lose?" He asked, with Harry shrugging.

"We go drown our sorrows with games and junk food." He said, making Naruto and MJ laugh. Just then, the three heard a honk of a car. Looking ahead, they were surprised when they saw a limo part at the front of the school, with students gathered around it in awe, some taking photos of it.

Naruto whistled. "Damn Harry, you sure know how to leave in style." He commented, but the young Osborn shook his head.

"I didn't call it."

The passenger door of the limo suddenly opened, and who stepped out surprised everyone. "Dad?!" Harry called in surprised at seeing his father actually appear at his school. Most of the time, if not all the time, Norman would be at his company, never showing up to his school. Not to parent teacher meeting, games, or events. Saying he had to focus on more _important_ things.

Norman waved at the students in greeting, before passing through them and walking to the three. "Ah! Harry! I see you've finished school."

Harry nodded. "Ah, yeah I did. What are you doing here, dad?" He asked.

"Well actually, I'm here for Naruto." He looked at the blonde in question, who blinked in surprise.

"Me?"

Norman nodded as he turned to face him. "Yes. Harry told me how he asked you to take his place in meeting Otto Octavius. I was on my way to meet him now, and decided to pick you up. What do you say?"

Naruto blinked. "Um, sure!" He said, before looking at Harry. "You sure you don't want to come, Harry?" He asked, but the brunette shook his head.

"Nah, I'll leave this to you geniuses." He said, though he frowned a bit at how his dad had come to pick up Naruto personally. _'He never does that for me...'_

Naruto frowned, but nodded. He then looked at MJ. Seeing his look, MJ smiled and shook her head. "Sorry, Naru. I'm going to hang out with the girls after school today and go shopping. Maybe next time." He nodded in understanding, before looking at Norman with a smile.

"Alright Mr. Osborn!"

Smiling, Norman nodded and gestured to the limo. The two got in, with Naruto sending his friends one last wave which they returned as the watched the limo leave the school. Harry sighed, and MJ placed a hand on his shoulder

* * *

After half an hour, the limo stopped in front of a building. Getting out, Naruto followed Norman inside with this guards around them, taking the elevator up to the top floor. Stepping out, the entered a large spacious room, with a lot of lab equipment around. Looking around, Naruto was impressed with the stuff. He then spotted a large machine with computers located at the back with some men working around.

He followed Norman who approached a man sitting at a desk at the back.

"Doctor, Mr. Osborn's here." An assistant notified.

Taking off his safety glasses, the man stood up and walked toward them. Naruto looked over the man, Otto Octavius. He was a large man, with short brown hair. Currently wearing a maroon sweater and brown pants. "Osborn." He greeted, but Naruto could tell there wasn't much warmth in his tone, like he was just meeting another stranger. Norman also saw it, but didn't say anything about it as he shook Otto's hand.

"Octavius. I trust the research made possible by _my_ money is coming along well?" He asked. Otto's lips twitch, as if holding back a scowl at the man.

"It is going. We should begin testing shortly as planned." He said, before looking over Naruto, raising a brow in question. "And who is this?"

Looking over at the blonde, Norman smirked and placed a hand on his shoulder. "Someone who was quite interested in meeting you actually. Naruto Parker." Smiling in greeting, Naruto held his hand out.

"It's an honor to meet you, Mr. Octavius. I must say, I've been following your studies and research in energy fusion."

Otto smiled, seeing the intellect in his blue eyes and shook the teen's hand. "A pleasure to meet you, Mr. Parker. My, quite the strong grip you have." He noted. Naruto quickly pulled back, sheepishly rubbing the back of his head. He didn't see Norman eye him.

Just then, one of Norman's men approached him. Naruto watched curiously ‒ but not enough to pry into the man's business ‒ as the man whispered something into Norman's ear. The rich business man had an annoyed look in his eyes, before turning to Naruto, putting on a kind but sorry face. "Naruto, I'm afraid I must take an unexpected leave." He stated, much to Naruto's surprise. "There's a sudden meeting I must take part in. I will call another limo for you later to take you home when you are ready. For now, I leave you in Mr. Octavius's care." Patting the blonde on the shoulder, he looked at Otto. Naruto watched the two have a tense, silent moment, before breaking eye contact. Giving Naruto one last smile, he left.

"Well, that was unexpected." Naruto deadpanned, now understanding what Harry always said about his father leaving him for his work. Otto chuckled behind him.

"Well that is to be expected from businessmen. Always busy." He said. He then looked at Naruto. "So, Mr. Parker-"

"Ah, you can just call me Naruto. It's Japanese in case you're wondering." He said. He knew many people had a hard time pronouncing his name, but he loved it. He had been told the truth a long time ago of him being adopted when he turned 12 by his aunt and uncle. Ever since then, he had been curious about his birth parents. Who were they, what were they like? He knew it would be an impossible goal, but he wished to find out the answers in the future.

Otto nodded. "Of course. Anyway, tell me. You look like someone with a smart mind."

Naruto shrugged. "I have a suitable level with science and math." He said humbly, making Otto chuckle.

"Humble, good. But don't waste such talents. Being brilliant isn't enough. You have to work hard. Remember that." The man said, making Naruto nod. "Intelligence is not a privilege. It's a gift. And you use it for the good of mankind."

Naruto nodded. "If you have the power, it is your responsibility to use it to help others."

Otto smiled at Naruto's words. "I see you understand." He gestured to the machine. "So tell me, what do you think?"

Naruto looked at it, walking closer. Otto close behind him. "My life's work. It is designed to initiate and sustain fusion."

The blonde glanced at him. "From what I've gathered and understood, you use harmonics of atomic frequencies." Otto nodded. Naruto looked closer, narrowing his eyes in thought. "Harmonic reinforcements?"

Otto's lips twitched upward. "Go on..."

"An... exponential increase in energy output." He realized.

Otto nodded. "A _huge_ amount of energy." He explained. "Like a perpetual sun, providing renewable power for the whole world." Naruto raised a brow at him.

"Didn't Tony Stark try something like that with the Arc Reactor?" He questioned. Otto looked sheepish for a second, nodding.

"Yeah, that he did. But he made a large lightbulb. We're going to try something _smaller_."

Naruto raised a brow at him. "Even then, something like that could be quite dangerous. As well as taking into account that you plan to test it right in the middle of New York." Something like that would be insane.

Otto waved him off. "We've taken all the necessary precautions. Taken an entire year to plan. I guarantee that it will all work well." He said, patting the blonde on the shoulder. Naruto's eyes twitched. Why does everyone keep patting him today?! "Now, if you would like to continue with your questions, how about joining me and my wife for dinner?"

"Oh, I don't wish to intrude." He said, but Otto laughed, leading him away.

"Nonsense! You're the first smart person besides my wife that I was able to talk science with in a long time. I insist!"

Having no other choice, Naruto nodded and followed Otto to his living quarters on the top floor above the lab. There he met Otto's kind wife, Rosie Octavius.

Naruto and Otto sat at the dinner table as Rosie prepared the food, continuing their talks on the project. "I'm just taking caution here, but are you sure you can stabilize the fusion reaction?" Naruto asked. You couldn't blame him for being careful here! If this thing goes south, you are looking at a nuke detonating and destroying all of New York!

Otto sighed, rolling his eyes. "Naruto, what have we been talking about? This is my life's work. I certainly know the consequences of the slightest miscalculation." He said as Rosie approached them and laid down plates. Naruto frowned. He admired Otto for his genius, but the man was being reckless with this. It was even worse that the thing wasn't even _tested_ yet. He says he knew the consequences, but did not see the whole picture in Naruto's option. Otto chuckled as he looked at his wife. "Rosie, our new friend thinks I'm gonna blow up the city." He said. "You can sleep soundly tonight." He told Naruto.

"Otto's done his homework." Rosie said, agreeing with her husband. "Come to the demonstration tomorrow, and you can see for yourself." Naruto sighed, but nodded. He'll trust the two, but as a precaution, he'll bring his suit in case an appearance from _Spider-man_ was needed. Rosie then gave her husband a pointed look. "And _you_ sleep soundly tonight." She told him. Otto's been working on the machine for three nights straight, barely getting any sleep.

Otto scoffed. "Did Edison sleep before he turned on the light?" He questioned, making Rosie roll her eyes. "Did Maconie sleep before he turned on the radio? Did Beethoven sleep before he wrote the 5th?"

Naruto smirked. "Did Bernoulli sleep before he found the curves of quickest descent?" He added it. The two reminded him of the playful arguments he remembered his parents did when he was little. As well as his Uncle Ben and Aunt May. He guessed all couples were like that.

Otto smirked pointing at him. "Ah! See Rosie! I love this boy." He told his wife, who rolled her eyes with a smile. She then looked at Naruto.

"Naruto, tell us about yourself. Do you have a girlfriend?" She asked.

Naruto, who was taking a sip of his own tea served by Rosie, widened his eyes in surprise and almost choked. He coughed, getting a raised brow from Otto, and an amused grin from Rosie. "I-um... well, I…" He stuttered, his cheeks burning red as thoughts of a certain redhead invaded his mind. Damn teenage hormones!

"Well, I see I got my answer." Rosie said, amused at the blonde's reaction. Ah, teen love.

Clearing his throat, Naruto tried to save face, his cheeks red. "Well... No, not really."

"But it sounds like there might be someone." She teased.

Otto chuckled, also amused. "Let me guess. Girl who's a friend, but you secretly like her."

Naruto sighed, but nodded. He wished he could tell MJ he liked her, but was too worried about keeping her safe. _'I mean, a relationship with a superhero? When had that_ _ever_ _worked out?'_

"Ooh, a _secret love_." Rosie teased. Naruto cursed. Great, first he gets it from his Aunt May, now Mrs. Octavius!

"Love should never be a secret." Otto told Naruto. "If you keep something as complicated as love stored up inside... gonna make you sick." Naruto frowned. He understood, but... "I finally got lucky in love." Otto said, smiling at Rosie, who smiled back.

"We both did." She said, grabbing his hand and giving it a gentle squeeze.

Naruto smiled, memories of dinner nights with both his aunt and uncle replacing the table.

"But it's hardly perfect. You have to work at it." Rosie told the blonde Parker. "I met him on the college steps, and I knew it wasn't going to be easy." She said, looking at Otto who chuckled. "He was studying science, and I was studying English literature."

Otto nodded. "That's right. I was trying to explain the theory of relativity. And Rosie was trying to explain T.S. Eliot." He shook his head at Naruto. "I still don't understand what he was talking about." He said, making Naruto chuckle.

"Oh come on." Rosie said, rolling her eyes.

"I'm serious. T.S. Eliot is more complicated than advanced science. But if you want to get a woman to fall in love with you, feed her poetry."

Naruto raised a brow. "Poetry?" He asked. Hmm, MJ _did_ like drama from when she took theatre classes last year.

Otto nodded. "Never fails."

After dinner, Naruto talked with the two a bit more, before he had to leave as it was getting late. He promised to be at the demonstration tomorrow. Rosie even suggested of bringing his _'secret love'_ along, which he replied that he would think about it.

Outside the building, he saw the limo Norman called for him. He took great pleasure in being driven home with it.

 _Riding in style._

* * *

 ** _The Next Day_**

Naruto walked into the Octavius Lab, with MJ by his side. She didn't have much to do today with her aunt gone, and Liz and Sally were in the committee to prepare the school for the dance, so she went with Naruto to spend some more time with him. Around Naruto's neck was his camera to take pictures for the Bugle after he got the go ahead from Otto and Rosie.

Speaking of the two Octavius's, the two walked toward the two as the prepared the machine for the demonstration. Seeing him, Rosie stopped and smiled at him. "Naruto! Great to see you here!" She greeted, before she saw Mary Jane. "Oh, and who is this?" She asked with a smirk. Something about her tone and smirk make Naruto's brow twitch. Oh great.

MJ smiled at the woman. "Hi, my name's Mary Jane Watson." She introduced herself, shaking the older woman's hand. Rosie smiled at MJ before shooting the nervous Naruto a grin.

"Is this _her_?" She asked with a grin. Naruto groaned while MJ blinked in confusion. 'Her'? Did they talk about her?

Naruto grabbed MJ's hand and quickly pulled her away before Rosie could tease him more. "Anyway, I was wondering if I could take some photos of the demonstration for the Bugle?" He asked.

Rosie nodded, still grinning at him. "It's alright with me. Just no flash, please." She said, with him nodding. He then pulled MJ away, leaving Rosie to chuckle. "Ah, young love." She muttered before getting back to checking the machine.

The room was getting filled in with many businessmen and women, as well as some reporters, making Naruto and MJ the only teens there. They also saw Norman, to which they joined him. "Ah, Naruto. Ms. Watson!" The man said.

MJ smiled at him. "Hello, Mr. Osborn."

Naruto looked at him. "You must be excited, Mr. Osborn. If all goes well, it would help Oscorp."

Norman nodded. "Yes. With the power of unlimited energy, it will bring Oscorp to the top above Stark Industries and Powers Industries."

Soon, the demonstration was about to start. "Greetings ladies and gentlemen. My wife Rosie and I would like to welcome you this afternoon." Otto started, wearing a lab coat. Naruto got his camera ready, taking a few pictures. "But first, before we start... has anybody lost a large roll of 20-dollar bills in a rubber band?" He asked. "Because we found the rubber band." He said, making the audience chuckle at the joke. Otto chuckled as well. "It's a terrible joke. But thank you for coming. Today, you will witness the birth of a new fusion-based energy source. Safe, renewable energy and cheap electricity for everyone." He announced. The group grew very interested in that. "And now, allow me to introduce...my _assistants._ "

He walked toward a covered stand behind him, and grabbing the cloth, revealed what was under it. What he saw, made the hairs on the back of Naruto's neck stand up.

In a stand, connected to some kind of vest, were four, long, metallic, _tentacles_. Otto took off his coat. "These four actuators were developed and programmed for the sole purpose of creating successful fusion." Otto explained as he climbed up the stand, his back to the vest. "They are impervious to heat and magnetism." Pressing some buttons on a control panel next to him, the vest closed around his waist, locking. Then, on his back, a spine like device coiled up his spine. The needles on the 'spine' then sunk into his body, connecting with his nervous system.

The audience winched as the needles pierced his back, MJ flinching. The light on the top of the spine turned on.

Otto then stood still, concentrating. Soon, with his mental willpower, the 'tentacles' began to move. MJ jumped, slightly nervous as the tentacle began to rise. Naruto grabbed her hand in comfort. She smiled at him, getting a smile back, before he began taking pictures of the metal arms. It was funny, with the four metal tentacles, added with Otto's arms and legs, it was like he had eight limbs. Like an...

 _'Octopus.'_ He thought as he snapped a picture of the claws.

The audience fidgeted nervously as the claws 'looked' at them. "These smart arms are controlled by my brain through a neural link." Otto explained, as the screen next to him showed the camera fees linked to the cameras on the eyes. "Nanowires feed directly into my cerebellum, allowing me to use these arms to control fusion reactions in an environment no human hand could enter." He said as he stepped down, making the group stepped back in fear of the arms.

One of the reporters raised her hand. "Doctor, if the artificial intelligence in the arms is as advanced as you suggest, couldn't that make _you_ vulnerable to them?" She asked.

Otto chuckled. "How right you are. Which is why I developed this inhibitor chip..." He turned around, pointing to the ship at the top of the metal spine. "...to protect my higher brain function." He turned back to them. "It means I maintain control of these arms, instead of _them_ controlling _me_." He explained. He then turned to face the machine. "And now on to the main event." He said, gesturing. "Give me the blue light, Rosie." He told his wife, who did just that. Everyone turned to the machine.

It was large, with a wide circular platform with four curved pillars, all facing the center. At the center, was a small shallow pond of water. Otto walked to the machine and approached the controls. As his tentacles checked the machine to be reader, he had one claw bring out a small grips. The arm then moved and grabbed a tiny metallic sphere. "Precious tritium is the fuel that makes this project go. There are only 25 pounds of it on the whole planet. I would like to thank Mr. Norman Osborn and Oscorp Industries for providing it."

"Oscorp takes care of its allies, Mr. Octavius." Norman responded.

Grabbing it, he had he arm return and set the orb in the middle of the machine, where it stayed floating in midair. The orb then began to spin rapidly, until it was but a glowing golden dot. Otto put on goggles Rosie gave him. Smiling at one another in pride, confidence, and love, Otto began the machine. "Ladies and gentlemen...fasten your seat belts."

From the top of the pillars, lights appeared, reflecting down to the reflectors at the button across from them, before beams of light shot out and hit the orb. Said orb began to glow brightly. Otto held his breath, staring hopefully at the orb, along with his wife. The glow grew brighter, making some people shield their eyes, before in a large force, it 'blew up', and before anyone knew it, a miniature 'sun' stood in the middle of the machine.

"Doctor," One of his assistance announced with a smile. "We have a successful fusion reaction."

The audience began to clap at the successful project. Norman smiled as well.

"Wow..." MJ muttered as she stared at the beautiful display, making Naruto smile as he took pictures.

"We're producing a thousand-megawatt surplus." The assistance stated.

From the 'sun', flares tried to leak out, but were pushed back by the tentacles. All the while, Otto stated at the sun in a daze. "The power of the sun, in the palm of my hand." He muttered lowly.

Naruto smile at his hero's dream coming true. Unfortunately, not all dreams are successful.

His eyes widened, as suddenly his spider-senses went haywire. MJ saw this, and looked at him in concern. "Naruto?" She muttered to him. "What's wrong?"

Naruto didn't answer. Instead, he looked down. At the ground, next to his feet was alone paperclip. It shook, before shooting to the 'sun'. _'Not good!'_

Hearing the sound of metal groaning, he looped up, along with a few people. Above them, lights enclosed in metal fixtures leaned toward the machine. "MJ," He muttered, getting her attention. "You need to go. Now."

Norman narrowed his eyes. "Something's wrong."

Suddenly, Naruto's camera, along with necklaces, watches, etc. belonging to the people shot out to the machine, getting shouts of surprise. Luckily, Naruto's camera was clung securely around his neck by the strap.

"Stay calm!" Otto shouted as he tried to keep the machine stable. "It's only a spike! It'll soon stabilize!" Rosie looked on in fear.

Narrowing his eyes, Naruto grabbed MJ and began leading her away. "C'mon!" He said as the people began to clear out in panic.

"Naruto!" MJ said as he made it to the staircase. It would be dangerous if one took the elevator. "What's going on?!"

He turned to her. "I don't know, but I need to make sure everyone gets out okay. I need you to be safe and out of harm's way. I'll try and stop the machine." He said as he handed her his bag, taking out his web-shooters and gloves along with his footwear, and jacket.

MJ gave him a look of worry. "Be safe, tiger." She told him before going to the stairs. Moving behind a corner and making sure no one was around, Naruto pulled apart his button shirt, showing he was wearing his Spider-man custom shirt (which was a black sleeveless shirt with a red spider on the front).

 **[Play the Superman theme music . . . . Nah! Just kidding!]**

Back in the lab, it was panic as the scientists tried to keep the machine calm. Unfortunately, things only got worse, as with a siren from the computers, the force of the sun increased. The metal sheets on the wall were pulled off and sucked into the machine.

"We have a containment breach!" The assistant shouted. Looking up, Otto gasped when a large flare bursted out of the shields, striking the ceiling above and a pillar, breaking the bricks.

"Octavius! Shot down the machine!" Norman ordered.

"It will stabilize! It's under control!" Otto argued.

"You'll kill us all you fool! Turn that blasted thing off!" Norman shouted. Unknown to him, a large machinery was heading toward him, pulled by the sun. Luckily, he was saved as Spider-man appeared and swung over, pulling him out of the way. Landing, Norman looked at him in surprise. "You?"

"You should get out of here, Mr. Osborn." Spider-man said, his voice changer on. Norman blinked, before nodding. He was led away by his guards.

Spider-man swung over to the power outlets on the side. "What are you doing?" Otto asked.

"Pulling the plug!" Spider-man said as he fell down to grab the cords.

"NO!" Otto shouted, not wanting to have all his hard work destroyed. He had one of his tentacle swipe at Spider-man, striking him and throwing him away where he crashed against a wall. Naruto groaned from the impact. Meanwhile, another flare shot out, as the gravity force increased.

The metal bars of the window groaned, before snapping. The glass shattering. Rosie, who had hidden from the force behind a wall, looked toward it. Her eyes widened when she saw shards of glass heading towards her. "AAAHHH!" She shrieked as the shards pierced her.

Otto turned to the scream, shielding himself from the glass with his metal arms. Lowering them, he gasped when he saw Rosie's body drop. Naruto looked up as well, his eyes widening in horror at what he saw. "ROSIE!" Otto shouted. Unfortunately, with his back turned and distracted, he did not see the other flare that shot out behind him. This one struck the back of his neck. He began to shake as the incredible, and unstable energy ran through his body. The energy was too much, it caused his inhibitor chip to burst and shatter. He dropped to the floor, unconscious.

Spider-man, getting up, quickly ran to the power plugs. Jumping and landing on the surface of the wall, he grabbed all the plugs, and with a mighty heave, pulled them out of the wall, causing sparks to fly. The sun shrunk, before imploding, destroying the machine.

The lights flickered from the blast, as Naruto panted. Not in physically exhaustion, bit in emotional as he looked at the dead body of Rosie Octavius. He lowered his head. He stopped the machine... but a life was lost.

Outside the building, the police and rescue vehicles arrived as the people were looked over. MJ was worriedly waiting for Naruto, keeping her eyes on the entrance. Then, seeing Naruto walk out of the building, back in his regular clothes, she ran toward him, and hugged him tightly. Glad he was okay. However, Naruto didn't react, still struck by the death of Rosie. _'She didn't deserve to die.'_ He thought as he watched the paramedics place her body in the ambulance.

"That was too close." One of the businessmen told the other as they were led to the paramedics. "If he had more than a drop of tritium, he could have destroyed the city!"

The other man nodded in agreement.

Norman was led to his car by his men. "Mr. Osborn, are you hurt?" One of them asked. He waved them off.

"I'm fine. Let's just go and stop the media fire before it could rise to hurt my company." He said as he entered his car.

"I'm sorry the demonstration was ruined, sir."

However, Norman smirked. "Actually, not _everything_ was so bad." He said, thinking how it was really _interesting_ that Spider-man just happened to show up so fast.

* * *

 **End of Chapter 5. Continue on Issue 6...**

 **(1) – I thought about giving Naruto his trademark catchphrase/verbal tic. However, since he doesn't know Japanese ‒ yet ‒ he will be using "ya know", instead of "dattebayo".**

 **(2) ‒ I know everything that happens in the show(s) are made to happen as they are, but seriously, having photos that ALWAYS turn out great/perfect would raise suspicion! I'm surprise Robbie (not Jameson for obvious reasons) didn't figure out Peter's secret yet... Or maybe he** ** _did..._**

* * *

 **So this is a 'special' chapter, being a two-part chapter. The rise of Doctor Octopus, with the "Origin" being from Spider-man 2, as I think that that better suited him, as any other origin had Otto had him seen as an instant bad guy/crazy maniac (Animated Series & Ultimate Spider-man [though I guess the former had him being a kind guy at the past]) or a timid man whose personality then makes a 180 (Spectacular).**

 **The Superior Spider-man** ** _Goblin Nation_** **comics showed us a better view of Otto Octavius. And while this isn't exactly like that, it's more believable. A nice man dedicated to science, turning evil after his life was shattered by an accident.**

 **Also! I have a challenge for one (or two) of you lovely readers! I am requesting a "Reading" for this story. It could either be a reading from a book, or a television displaying these events. The readers are the Marvel characters. Spider-man/Peter, Mary Jane, the Avengers, and anyone else you want. It can be from the Mainstream Universe, or a fictional dimension, I don't care, as long as the mentioned characters are seeing this story.**

 **If you are interesting in doing the reading/watching, PM me, and I will give you the go-a-head.**

 **Happy writing, True Believers!**

 **Happy 4th of July, and Happy Birthday to any of you readers whose B-Day is in July, like me!**

 **R &R**

 **Ja ne!**


	6. The tentacles of Doctor Octopus part 2

**Disclaimer: You know it!**

 **Before we begin, a few things. There will be several topics I would like to talk about, down at the bottom:**

 **I had just watched** **Captain America: Civil War** **. Will talk about it down at the bottom.**

 **Will also talk on a topic regarding Nick Fury, and who he will be, as well as his role in this story.**

 **Talk about the new Spider-man introduced to the MCU (Marvel Cinematic Universe).**

 **All that will be talked about at the bottom.**

 **But for now, a quick discussion on the harem. I was given a suggestion I hadn't thought about until that person brought it up. A person I hadn't thought about at the time.**

 **I am thinking about replacing Tandy Bowen (aka Dagger) with…DRUM ROLL PLEASE!**

 **. . . .**

 **Mayday "May" Parker/aka Spider-Girl/aka Spider-Woman (though she only became "Spider-Woman" AFTER the** ** _Spider-Verse_** **event, which hasn't happened yet in this story, so "Spider-Girl"). The** ** _alternate_** **future daughter Peter Parker/Spider-man and May Jane from Earth-982.**

 **Considering some of the future harem members are female "Spider-Totems", I really should have included her.**

 **Still thinking, but it MIGHT happen. Tell me your juicy thought!**

 **And yes, it would be strange for her, considering Mary Jane is her alternate, younger mother.** ** _(rubs his hands wickedly)_**

 **In other news, I just saw the teaser trailer for the new, upcoming Spider-man game for PS4, and it...is...freak'n…EPIC! In just a minute and a half trailer the action was IMMENSE! The graphics were epic, and I LOVED the new Spider-man costume. Hope that's the custom they will use for the new Spider-man movie.**

 **I CAN'T WAIT FOR BOTH MOVIE AND GAME!**

 **On to the story!**

* * *

 **Chapter 6: The tentacles of Doctor Octopus, part 2**

* * *

It was another morning in New York, and as the sun was rising, Naruto was swinging through the building. Not on crime patrol, but more to clear his mind.

It's been two days since Rosie's funeral, and still, Naruto couldn't erase how she died. He blamed himself for the kind woman's death. No matter what MJ told him, Naruto knew it was his fault. He should have tried harder to convince Otto to recheck his machine, maybe ever reschedule the location! He should have tried harder! Or he should have saved Rosie! Gotten her out of the building!

But because he didn't, someone had to die... and he couldn't stop it.

 _Spider-man swung over to the power outlets on the side. "What are you doing?" Otto asked._

 _"Pulling the plug!" Spider-man said as he fell down to grab the cords._

 _"NO!" Otto shouted, not wanting to have all his hard work destroyed. He had one of his tentacle swipe at Spider-man, striking him and throwing him away where he crashed against a wall._

He gritted his teeth. _'Damn it Otto, you stupid fool! Your machine was going to hurt people! Why couldn't you see that!'_ He mentally cursed, landing on the top of a building. Taking off his mask, he ran his hands through his hair. _'What's the point of being a hero is I can't save people?!'_

While it may have been one life lost out of hundreds... the fact that the death happened on his watch tore him up. He became a hero to _save_ people's lives, but what happens when he is unable to do so?

With great power, comes great responsibility...

He just didn't know just _how_ great that responsibility would be.

He thought back to the funeral.

* * *

 _A few days later, after the accident, the funeral for Rosie Octavius was held. Naruto and MJ attended._

 _It was raining that day. 'Just like at Uncle Ben's funeral.' Naruto noted as he stood next to MJ, both dressed in black. Looking up, he spotted Norman with Harry across from them. Norman stating he felt responsible, given it was his money that funded Otto's event. The rest of Rosie's family and friends were there too._

 _Naruto frowned as the rain fell down his cheeks, covering his tears. He held an umbrella over him and MJ._

 _His parents (both birth and adopted), dead. His Uncle Ben, dead. And now Rosie Octavius, a kind and gentle woman who treated him so nice and only hoped to help the future, dead._

 _Why did it seem like every person he cared about and met died? Who's next? Aunt May? Harry?_

 _'Mary Jane?' He thought dreadfully, glancing at the redhead next to him? The thought of her dying, in his arms... it made his chest ache._

 _Subconsciously, he wrapped an arm around MJ's shoulder, pulling her closer to him. The redhead didn't fight against him, instead pressed herself close to him, placing her head on his shoulder, taking comfort in his warmth from the cold rain._

 _Soon, the funeral come to an end. And yet, Naruto stood standing in the rain, looking down at the grave and tombstone. "Naruto..." MJ called softly as she approached him with the umbrella._

 _Naruto was silent, only looking at the grave. Frowning, MJ stood next to him, placing a hand on his shoulder. "Naruto, it wasn't your fault."_

 _Naruto blinked. "I was right there, MJ. I should have gotten her and Otto out of there. By force if I had to."_

 _"Naruto..."_

 _"They were such kind people. They invited me to dinner with them, talked with some stories, even gave me some advice." He said. MJ stayed silent, just letting him speak and get things off his chest. "They told me that they wanted to help the world. To provide clean energy for everyone. Otto told me, "_ Intelligence is not a privilege. It's a gift. And you use it for the good of mankind. _" So why did this have to happen to them?" He asked. MJ knew the question wasn't directed to her, but mostly himself._

 _Frowning, she gently wrapped her hand around his. "Come on, whiskers. Let's get you out of the rain." She began to gently pull him away. Casting one last look at the tombstone, Naruto followed Mary Jane out of the graveyard._

* * *

Naruto sighed, sitting down on the edge of the building. This whole thing really shook him. Someone died on his watch, again. And Otto Octavius was in a coma. From what he was able to get a hold on regarding his status, the spine that held the metal tentacles, seemed the have melted and fused into his spinal column, with no way of removing it. Doctors also said that there were some strange brain activities.

He didn't exactly understand. He was an intermediate scientist-trainee, not a doctor. All he knew was that Otto was in a coma, in a bad condition, and was unlikely to wake up.

The sound of a ringing interrupted his thoughts. Opening his jacket, and again opening a zipper pocket inside said jacket, he pulled out a cell phone. His own. Seeing the number, he rolled his eyes with a groan. Answering it, he held it up to his ear.

"What is it, Jame-"

"PARKER! WHERE HAVE YOU BEEN?!" A loud shout, nearly shattering his ears, rang out. He snapped his hand away, holding the phone as far away from him as possible. He had to hold back the reflex to throw it away on instinct. Damn that guy could shout! "I'VE BEEN TRYING TO GET A HOLD ON YOU FOR DAYS! WHERE ARE THOSE PICTURES OF THE CHAOTIC EVENT OF OCTAVIUS!"

His eye twitching, Naruto glared at the phone, if it hoping it would go through and burn a hole in Jameson's head. Waiting a few seconds of silence, he brought the phone back and answered. "If you must know, I was there at the event as a guest. Yes, I did take some photos of the presentation. No, not of the 'chaotic event'. I was too busy helping people get out of the building safely." _'Asshole'_ He wanted to add, but didn't.

He heard Jameson huff. "...Fine! Bring those photos to me, and we'll see if anything's of use! Get here fast!" Jameson said before hanging up.

"Aye aya, Captain douche!" Naruto said to himself, giving a fake salute. "Asshole." He muttered as he put the phone away.

Suddenly, he heard the sounds of fire engines. Looking down at the streets, he saw a fire truck fast on the move. Looking at the direction it was heading, he saw a tower of black smoke. Narrowing his eyes, he put on his mask and dropped down from the edge, shooting a web-line and swinging after the truck.

Approaching where the smoke came from, he saw that an apartment building was covered in a blazing fire. Other firetrucks were there, as well as ambulances as they evacuated and helped those injured from the fire. He landed on top of the building across the street, looking at the fire. He looked down at his uncovered hands and feet. Now he **_really_** wished he had boots or gloves to cover his unprotected skin. Hearing a noise with his enhanced hearing, he looked down below.

Down at the streets, firemen were pushing people back from the burning building. "Back up! Back up! It's not safe here!"

Just then, a woman ran toward him, trying to pass him and get inside. "You have to let me in! My daughter's in there! Let me in please!"

 _Why there was a kid alone in the burning building, will never be answered._

"Look!" Someone shouted, pointing upward. The mother and fireman looked up, and saw Spider-man, swinging on a web and jump into the building.

"Save my baby, please!"

Leaping through an open window, Spider-man landed inside the burning building. He flinched back from the intense heat of the flames. He looked at his hands, where were wrapped in sheets of webbing, as well as his feet. He didn't know if his webbing would be able to withstand the flames, but it should provide limited protection.

Holding a hand up to the front of his face to shield it from the heat, he cautiously began to walk forward. "Anyone in here?!" He shouted. Underneath his mask, he was sweating severely, wetting his mask. He took off his goggles to wipe his eyes as sweat drops were beginning to get on them.

Unfortunately, this was a bad idea, as he cringed from the brightness of the flames. After being bitten, _all_ of his senses had been increased immensely. As such, his eye sight had been raced to a Level 10. The bad news, was that they had become very sensitive to light. It usually didn't bother him in school, unless it was a clear day.

His goggles had a black tint to help him.

He quickly put his goggles back on to shield away the bright flames. "Anyone here?!" He shouted, paying close attention to any noises. Suddenly, his spider-senses went off, at the same time he heard cracking above him. Moving quickly, he dodged by flipping forward, dodging debris as the floor above him fell apart. He sighed as he got up. _'This building's coming apart fast. Need to find the kid quick.'_

Just then, he heard a scream. Looking up, he focused on where it came from, and ran towards it. He cringed as he felt the webbing on his feet beginning to tear apart slowly. He needed to hurry. Running through the burning hallway, he stopped at a door. Lifting his foot, he kicked the door off its hinges, completely shattering it with both his strength, and its weakened state by the flames. Running inside, he looked around. "Come on kid, where are you?" He muttered.

Luckily, he once again heard the scream. Following it, he entered a bedroom. Looking around, he saw the closed closet. Getting to it, he opened it up, and sighed in relief when he saw the kid he was looking for. She was a young child, no older than 5. Her face had some soot, but other than that, she was completely fine, wrapped up in a blanket. "It's alright, I'm going to get you out." He told her, and reached for her. However, the girl moved away from his reach, a scared look on her face. "Come on kid, I'm here to help."

She just whimpered.

Sighing, Naruto tried to think of a way to get her to trust him, when an idea came to him. He slowly knelt down to her level, and took his mask off, showing her his face. He gave her a calm smile. "See, just a regular guy. I won't hurt you, I promise. I'm here to get you out of here, and back to your mother. Okay? You can trust me." He said, as behind him, parts of the ceiling began to break apart. They needed to move, now!

The girl looked at his eyes, and after a few second, she nodded. Nodding back, he put his mask back one, and gently lifted her up in his arms. He made sure she was shielded away from the flames as he stood up.

Suddenly, his eyes widened as his spider-senses blared. He wrapped his arms around the girl, bending forward to cover her, and just in time, as suddenly, the wall behind them exploded, a gas tank from the kitchen exploding.

Outside the building, the mother gave a shout as the floor Spider-man went into ‒ _her_ floor ‒ exploded outward. She began to cry, fearing the worse.

Spider-man cringed, slowly getting up after being sent flying through the wall from the explosion, the girl screaming. Managing to get up to his feet, he quickly looked down at the girl, to see if she was hurt.

She was alright.

The same could not be said about his costume, as from the explosion, it took more damage as it had tears all over. His web covered feet was also completely exposed. _'That...could have gone better.'_ He thought to himself.

And, as if just to screw with him, the building began to shake. _It was coming down!_

He covered the girl's ears. "YOU'VE GOT TO BE SHITTING ME!" Looking around, he spotted a clear window, at the end of the hallway he was at, the path to it filled with collapsing ceiling debris. Of course. Narrowing his eyes, he made sure he had a strong and protective hold on the kid, and began to make a run for it. He ran as fast as he could, dodging pieces of the ceiling and break floor. He ducked under a support beam falling from the ceiling, and jumped over a large hole on the floor. He was getting closer to the window, as behind him, everything was collapsing.

Outside the building, everyone was running away from the falling building, watching from a safe distance as it collapsed. The mother, with tears falling down her cheeks, had her hands clasped together in front of her in a prayer, looking hopefully, _desperately_ , at the building. _'Please. Please!'_

Suddenly, everyone saw something shot out of the collapsing floor window. It was Spider-man, his suit covered in soot, as he shot a web-line to another building to catch him. The viewers cheered as Spider-man lowered to the ground and firemen ran to him.

Naruto coughed, trying to get the soot out of his lungs as he walked toward the people. He saw the mother running toward him with a worried look. As she stopped in front of him, he opened his arms, showing her daughter, safe and sound, though whimpering a bit from fright, but otherwise, alright. The mother gave a tearful, happy gasp, as she gently took her daughter into her arms, hugging her tightly.

"Your daughter's okay." Spider-man told her. She gave him a grateful smile.

"Thank you, Spider-man. Thank you."

He nodded. Just then, he heard a whistle. Looking up, he saw several cops running toward, him. "Spider-man! Stop right there!" One of them shouted at him.

"Whoops, look at the time! Gotta go!" Shooting a web-line up, he swung away, escaping before the cops could get him. The mother looked after him with a smile, before looking down at her daughter, whispering sweat words as a man approached behind her. The father looking after the swinging spider hero.

Meanwhile, away from the scene, Spider-man landing on the roof of a building. Sitting down on the floor, he took his mask off. Naruto cringed as he looked at his feet, the underside red from stepping on hot wood. The yoga shoes not helping as well as it should. He cringed from the pain, even as it was beginning to heal. "Really need to get some better footwear." He muttered as he massaged his feet.

* * *

 _"…Once again Spider-man saves lives! Not only has he managed to save dozens of lives by shutting down a powerful machine that could have caused major damage to Manhattan, he has recently rescued a young life from a burning building. Goes to show you, just the kind of hero Spider-man is. This is Whitney Chang from New York News, channel 9."_

MJ shut the television off before she looked at Naruto, who after taking a shower to wash away the soot, sat at his desk, silently sowing his dirty and torn costume. The thing was barely on its last legs, ready to fall apart from all the tears on it. Frowning, she walked over to him, and placed a hand on his shoulder. "Naruto, are you okay?"

"I'm fine."

MJ frowned, and reaching over, she grabbed the costume and needle from his hands. Naruto sighed as MJ set them to the side, and took a seat beside him on a chair. She looked at him, and after a few seconds, he turned to her. The redhead frowned even more when she saw how tired he was. She knew for a fact that ever since Rosie Octavius's funeral, her friend had barely been sleeping, spending most, if not all, of his time outside of school patrolling the city, finding any sort of trouble.

She didn't like this. Even Aunt May knew her nephew was troubled, and tried to help, but had no such luck. So it was up to her. "Naruto..." She muttered and gently grasped his hands. Her green eyes stared into dark blues with concern. "Talk to me."

Naruto sighed, his shoulders dropping as he let his exhaustion show. "I should have been faster, MJ." He muttered.

MJ looked at him sadly, knowing what he was talking about. "Naruto, what happened wasn't your fault. You should know that. You did all you could."

Naruto abruptly stood up, catching her by surprise as she jumped. She watched as the blonde walked around, roughly rubbing his hands through his hair. "I know that! But still! I should had turned the machine off quicker! Or at least tried to change Otto's mind on turning the machine on in the first place! But I didn't, and now...now Mrs. Octavius is _dead_ , and Otto's in a coma. Maybe forever!" He snarled, feeling incredibly angry, enough that he punched the wall. MJ flinched as his hand pierced right through the concrete. "Because of my decisions, my choices, someone got hurt. No, _worse! Again_!" He stood still, facing away from the redhead.

Mary Jane watched sadly, as Naruto's shoulders shook. Standing up, she walked toward him, and placed a hand on his shoulder. Turning him around, she pulled him into an embrace, holding him as he cried on her shoulder. The blonde was hurting right now, and needed comfort. The stress of his new life and everything he had endured catching up to him.

Almost a year since he's gotten his powers, and already he lost three people in his life.

Naruto let it all out. His anger and letting the whole thing happen. His sadness at losing two people he met and bonded with. "It's just like with Uncle Ben." He said, hugging the redhead. He was tired. Exhausted from his emotions, and from lack of sleep.

MJ frowned, holding onto the blonde tightly, as she gently caressed the back of his head. "Naruto, you can't keep blaming yourself for what happened? No one knew it would have turned out that bad. You also can't keep blaming yourself for the lives lost. No matter your powers, you're not invincible, and can't do everything." Pulling back, she looked at his red eyes, and cupped his cheeks, rubbing her thumbs softly over his whisker markings. "Also, you had saved _a lot_ of lives that day. If you hadn't shut off the machine, who knows what would have happened. You're a hero Naruto, never forget that."

Naruto closed his eyes. Grabbing her hand on his cheek, he held it firmly. MJ gave a small smile, as she continued to rub his top whisker lines, seeing his features relax a bit.

 **"Pathetic"**

Naruto's eyes widened slightly, not enough for Mary Jane to notice, when he heard the unfortunate familiar voice echoing in his head. _'You!'_

He heard the Kyuubi scoff. **"To think I would have such a pathetic container."** The beast mocked.

Naruto made sure he didn't show any visible expressions, his teeth clenching a bit harder in his closed mouth. _'Shut up! You don't know anything!'_ He retorted.

He heard Kyuubi scoff. **"All I know and see is a pathetic** ** _boy_** **having a pity party. To be crying over such a lowly thing as** ** _death_** **. Your ancestors would be turning in their graves! You are nothing more than a pathetic…little…** ** _bug_** **."**

Naruto clenched his hands hard in anger. _'Shut up! JUST SHUT UP!'_

Kyuubi scoffed, turning of the connection, losing interest in speaking to his container. However, he said one last piece. **"To be so full of regret and sadness...how can you ever be a hero?** ** _Spider-man?_** **"** He said, speaking the last word with a mocking tone, before cutting off the link.

With his mind silent, Naruto frowned. As much as he didn't want to admit it...Kyuubi was right. He _was_ acting pathetic. He was letting the accident affecting a lot. He _knew_ it wasn't entirely his fault ‒ the death of Rosie Octavius he felt was, feeling he _should_ have been able to save her ‒ but not Otto being put in a coma.

He couldn't help himself. Every time he closed his eyes, he kept coming back to _that_ day. The day of Uncle Ben's death, the sight of seeing his body on the floor, the white sheet covering him. It would forever be burned in his mind.

But...MJ was right. He _couldn't_ save everyone.

But he could sure as hell do the best he could in saving anyone he could! He was a hero, after all! He was **Spider-man**!

MJ, not knowing what was going through the blonde's mind, nor the conversation he had with the massive fox, intertwined her fingers with his, and began to pull him by the arm, pulling him toward the stairs. "Now come on Tiger, you need to sleep and rest." She ordered softly, and Naruto didn't give any form of resistance, he **was** tired, and wanted to rest.

The latest event had drained him of his remaining energy. MJ began to pull him up the stairs, making their way up to the blonde's room, toward his bed for some much needed rest.

* * *

 ** _That Night ‒ Midtown Hospital_**

Several doctors gathered together in an operating room. In the center of the room, was the comatose body of Otto Octavius, laid down front first on the operating table, a band covering his eyes. The metal 'tentacle' were each held up in the air, each powered down. The doctors readied themselves, as the head doc explained the situation.

"As you can see," he stated, gesturing to an X-Ray taken of Otto's spinal cord. "The molten metal has penetrated the spinal cavity, and fused the vertebrae at multiple points, including the lamina and the roof of the spinal column. Permanently fusing the metal to his back. The damage has also caused damage to his retina, making his eyes sensitive to light There are also signs of strange, large brain activity." Finishing, he walked toward the tools. "We won't know the extent of his damage until we investigate. So, let's begin." He grabbed an electric saw. "I suggest we cut off the mechanical arms, slice up the harness, and if need be, consider a laminectomy with posterior spinal fusion from C7-T1 to T12."

"We're ready doctor." One nurse stated as everyone got ready in the room, the long tentacles taking a bit of the space from their length.

Nodding, the doctor started his saw. "Alright then, let's begin."

As the saw blade span with a buzz, the doctor stopped, looking to the side, where he could have sworn he heard a nose. There was nothing there, but a lightly sagging hook. Blinking, the doctor shrugged and started his blade again. He began to press the blade into the base of the first tentacle, sparks flying as the spinning blade tried to penetrate into the metal.

Unknown to the doctors, the light of a tentacle claw suddenly lit it. With all the doctor's attention being on the work to try and cut the tentacles, no once saw it slowly and silently raise itself up. Its movement silent and stealthy...and by itself. Otto still unconscious...at least his body was.

His mind, however…

No one saw the claw raise up behind them, hovering over them, like a snake, one preparing to strike. It was only by chance one doctor noticed it, letting out a scream...but it was already too late.

The claw shot forward, striking the head doctor ‒ the one with the saw ‒ and soon the other three followed.

Like the wild heads of a hydra, the tentales rose, each activating, and attacked the doctors. Their long bodies waving wildly in the air, snapping and shooting at the doctors. The doctors all screamed, some in fright, many in pain and terror as they were either sent flying through the air, hitting the wall or crashing through glass windows; or were unfortunate enough to be grabbed by a tentacle, and struck down at the ground like a club, or get their heads grabbed by claws, and _squeezed_ like apples.

Blood was went flying from the hard throws, or heavy slams on the group, bones shaking and cracking from either tight squeezes, or the force of the strikes.

And all the while, Otto was blissfully unaware of the chaos happening around him, created by his own machines.

One doctor tried to fight back with a chain saw, but it only made him a target to the other tentacles.

No one would be aware of the carnage and massacre that had occurred in that room. The halls silent and empty, and all patients and other doctors located on the other side of the hospital.

Soon the screams had come to an end, all doctors dead, and the tentacles relocated back to Otto, hovering protectively over his form.

A grunt echoed through the room, as Otto Octavius began to awoken at last. However, something was different.

Otto raised his head up slowly from the headrest, his mind dizzy and out of focus. One claw gently removed the cloth from his eyes. Blinking a few times, his vision blurry and with a slight burn that made him wince, Otto looked around in confusion. Sitting up, his eyes widened when his vision cleared enough and he saw the massacre he was greeted by. "W-What? What is this?" He muttered as he looked around. He then looked at his tentacles. "How..." he questioned as he got down from the table.

He held his head. "What happened?" He asked himself, trying to recalled how he had ended up there. His eyes widened.

He remembered.

The presentation...

The machine...it worked! His machined actually worked! His lives work actually paid off!

...But something happened...

The fusion reactor...the core...it became unstable.

Scream...

Shouts...

He gasped as he recalled everything that had happened! The core was sucking all matter in, threatening to tear the building down.

And Rosie...!

Rosie...

"Oh my god." He muttered, his eyes stinging with tears. The glass breaking, Rosie's scream and then... "Oh my god!" He shouted in anguish, holding his face as he began to cry, his heart in agony at the death of his wife, his beloved, his partner.

He then recalled something else...

"Spider-man...why was he there?" He questioned, looking up from his palms with narrowed, accusing eyes. "And the core, it was working! I saw it! What could have gone wrong?"

 _"Octavius. I trust the research made possible by my money is coming along well?"_

His hand's clenched in anger. _"Osborn!"_ He snarled. The man had to have something to do with his machine malfunctioning! His machine worked, he knew it! It must have been tempered with! The damn man must have sabotaged him! As well as Spider-man!

THEY took Rosie from him! They **killed** her!

"I'm make them pay!" He roared, grabbing the table with his tentacles with a mental command, and hurled it hard against the wall. Panting, he looked at his mechanical arms. A part of his mind, a small rational part, noticed something was different...it was like, _voices_ in his head.

The inhibitor chip!

He subconsciously snapped a hand up to the back of his neck. He felt where the inhibitor used to be, only to feel melted metal against his skin.

It was gone. The inhibitor gone, and his mind open for control.

 _Control. He had plenty control._

No, no! He wasn't thinking straight! It was the arms! They were controlling him! Their built in computers corrupting his mind!

 _No, they were a part of him. He built them to help him, and they still can._

No! What would be the point? Revenge? Rosie was gone...his dream, gone...there was nothing left.

 _He could rebuild the machine..._

What would be the point? He build the machine with Rosie, with her gone...the machine would have to purpose.

 _Osborn, and Spider-man...they had tried to kill him! They sabotaged his machine! Causing it to go havoc!_

No, it was his own foolishness and arrogance. Naruto was right, he shouldn't have risked the city's safety.

 _But why should he care? This city and its people had taken more from him than he gave them!_

No! He wasn't thinking straight! It was the arms! The voices!

 _Did it matter? He knew he was sabotaged, his work destroyed, because of Norman Osborn. No doubt hopping, he had been killed in that accident._

"But I survived." Otto muttered, raising his head up with a glare. "I had lived, and will not stop, until Osborn pays for his crimes!"

His decision made, Otto left the room, and soon left the hospital, walking into the night street. A hunk got his attention, as a cab headed toward him. Otto grunted in pain from the lights of the car, shielding his burning eyes. His tentacles acted, and grabbed the car, before throwing it away to the side, where it crashed down.

Looking at the damage, Otto looked around, spotting scream people who had seen what he had done, and ran away. Narrowing his eyes, Otto left the scene.

* * *

 ** _The Next Day_**

Naruto frowned as he took pictures of the ruined hospital room. After a full night's sleep, he was fully recharged and back to his old self. Only to wake up to a terrible morning, like this.

All round him, police cops and news reporters stood as they checked the place, an audience being held back by guard. He only got in, thanks to a Daily Bugle Press pass he got from Robie.

 _'I can't believe Otto's awake...and that he did all this.'_ He thought as he took photos of the walls, which had scars digging deep in them. The news had spread fast. Otto was seen by people near the hospital, _attacking_ a car and sending it flying with _metal_ arms. Immediately one Jameson had gotten the news, he called Naruto ‒ extremely early in the morning, mind you ‒ and practically _demanded_ (as well as screaming) that he got to the scene to take pictures.

"Naruto!"

Turning around, he looked at Frederick Foswell, who had joined him in investigating the scene. While Naruto took pictures, Foswell interviewed the witnesses. "Well, all the witnesses say the same thing. Octavius bursted out of the hospital entrance, looking lost, with only a gown and those metal things on his back. An incoming car didn't see him, and nearly crashed into him, but he grabbed it with his metal arms and threw it aside."

"Did anyone see where he went?" Naruto asked, concerned for his friend. Unfortunately, Foswell shook his head.

"People ran off after the event, but those who stayed behind said that the man took off, and don't know where."

Naruto frowned and looked back at the mess, the medics carrying the bodies off.

 _'Doc, what happened to you?'_

* * *

 ** _Meanwhile..._**

In an apartment room, clouded by darkness with the windows closed, the doors locked, and almost empty...with only one resident, who sat silently on a lone bed. After escaping from the hospital, Otto had taken temporary refuge at the start of it all, his apartment building.

Where the accident occurred, and where he lost his wife.

Otto frowned as he stared at the photo frame, the picture displaying the wedding day of him and Rosie. "Rosie..." He muttered, his _extra arms_ swaying gently behind him. He gently traced her face with his finger, a sad, hurt, mourning look in his face.

Otto would say he had led a good life...though he would so agree not all was good. There had been good moments, bad moments, and terrible moments in his life.

His childhood fell into the latter category.

Born in Schenectady to a small family, he had it rough. His family didn't have a lot of money, his father was abusive, and his mother overbearing. At school, he was constantly bulled, beat up by either other kids, or by his good-for-nothing father who would later scream at him to fight back. To which his mother would later tell him not to...to which later led to his father beating him up in anger.

The only good saying grace, had come when he had gotten into M.I.T. (Massachusetts Institute of Technology), his father dying in a construction accident (he had no kind words to say about that man), finally moving away from his home and away from his mother's hold, and finally...

Meeting Rosie.

Rosie...she was the only good thing in his life. She was what kept him in the light, instead of the darkness of his childhood.

But with her gone...

Gritting his teeth in anger, Otto gave an angry shout, throwing the frame down hard on the ground, where it shattered. His emotions causing his tentacles to react as they began to swing wildly, smashing down on furniture and breaking holes into the walls.

After a few minutes, Otto managed to calm down. However, his old apartment building was now more wreaked than it had been before.

Not that he cared. This place was some of great loss and disappointment. It would be better if it just got destroyed.

He looked down at the floor, where he saw another photo frame. One of his tentacle claws picked it up, and held it in front of him. Instantly, he glared when he saw that it was a photo taken of him and Norman Osborn, when he had first partnered with the man.

 _"Osborn!"_ He growled in anger. The claw clenched around the frame, shattering it. "He did this to me. I'll make him pay!" He declared, and stood up. The four tentacles slammed down their claws down on the floor, and with their strength, he was pulled up into the air. One claw shot out and smashed right through the wall, and along with the other tentacles, created a large hole on the side of the room, to which he used to climb out off, using his tentacles as transport.

* * *

 ** _Two Days Later ‒ Midtown High_**

Naruto was walking through the halls with MJ and Harry, the latter two talking about something. Not that Naruto was paying much attention. His mind was too busy thinking about the missing Otto Octavius, and where he could be.

He had spent two days, and nights, swinging around town, looking for any sighting or clue on where the man could be. Unfortunately, he had no such luck. _'How hard can it be to find a man with metal tentacles coming out of his back? I mean, this is New York! There should be at least one person who saw him and posted it online!'_

It was after midnight yesterday that he returned home, where he found a sleeping May on the couch, no doubt waiting up for him, and no doubt worried sick. After gently and carefully picking her up and carrying her to bed ‒ thank you super strength ‒ he himself retired to bed, making note to apologize to his aunt in the morning for worrying her.

 _'I'll check again after school.'_ He thought to himself. He had to find Otto quickly, before the police did. Thanks to Jameson, his 'boss', 'brilliant idea', Otto was marked as a "derange madman". He even gave him a title!

 ** _Doctor Octopus_**

How incredibly lame! He ignored the irony of his own name of "Spider-man", to busy wondering the whereabouts of his missing, and probably confused friend. Thanks to Jameson, the doc was wanted by the police for "terrorizing a safe street".

Oh! And to make matters worse...guess who was the #1 target of the police department?!

Once more, thanks to J. Jonah Ass-Mouth! The guy had got wind of how Spider-man was at the event when it went haywire, and named him the number one suspect for it happening in the first place. Saying it was his fault, and that he had a hand in sabotaging the machine! Thus, being blamed for the death of Rosie Octavius, and putting Otto in the hospital.

He sighed, damn Parker Luck, and fate.

 _'All I want, is a nice, peaceful day, where I can eat ramen while watching some anime with Mary Jane and Harry. Is that too much to ask?'_ He mentally asked, counting back to all that he had been to up to that point.

He fought a deranged, angry old man who could fly.

And a squad of carnival men, and beat them all by just touching them.

Only just starting this hero gig, and he's life was already weird. What's next? Monsters? Giant robots? Mad men planning to take over the world?

Mutants?

"Hey Ruto, you alright?" Hearing Harry's voice, Naruto blinked, coming out of his thoughts, and looked at his two friends, who were looking at him in confusion, as well as a bit of concern. Shaking away his thoughts, he smiled at them.

"I'm fine guys! A-Okay, ya know."

The brunette and redhead obviously didn't believe him. "Is it about Professor Octavius?" Harry asked. Naruto lost his smile, and sighed. He nodded.

"Yeah. I just wonder where he is, and if he's okay."

Harry frowned. "Well, he did just wake up, and no doubt found out about his wife's death. He's obviously taking the time to morn. I'm sure he'll appear when he's better." He said, hoping to make his best friend better.

Naruto frowned, and nodding. That could be the case. He was the same way when Uncle Ben died. He was all moody, and ignored his friends for weeks. He almost punched Flash's clock, when the tall blonde tried to talk to him. However, at the time Naruto was not in the mood, and when the jock placed a hand on his shoulder, he reacted, and slammed the taller male hard against the lockers, not caring if he was showing his powers, too angry to care.

However, Flash didn't appear scared, or angry. All he did was say: _"It feels better, right? Look, your uncle died, and I'm sorry. Ok? I'm sorry."_ After that, Naruto just nodded, put him down, grabbed his bag, and left.

Shockingly enough, it was thanks to Flash, that he managed to get over his anger and sadness and recover.

"Hey guys!"

Looking ahead, the three saw Liz heading their way with a smile and a wave. Getting in front of them, she smiled at the three. "You guys looking forward to the game tomorrow?" She asked.

Mary Jane smirked. "Not so much the game, but what we're going to do after." She said, with Liz nodding in agreement.

"Yep! You guys going to Coney Island too, right?" the brunette female asked.

Harry smiled and shrugged. "Sure, sounds like fun." MJ nodded as well.

Naruto frowned. "Um, well actually-"

"You're going!" MJ stated firmly, shooting him a glare. "You can't stay trapped in your lab all day, Parker! You're going and are a going to have _fun_!" She stressed, holding her glare.

Naruto flinched at the glare, before sighed, his shoulders dropping in defeat, and nodded, making the redhead smile in approval. Harry laughed at his friend. _'Whipped!'_ Liz smiled big at the blonde going too.

"Great! See you there! Bye MJ! Bye Nary!" She called as she ran off.

Naruto sighed, but had to agree with MJ. He had spent all his time either looking for Octavius, or stopping crime. In a single day, he stopped three robberies, got four cats down from trees, rescued people from a burning building, saved construction workers from being squashed by a large steel beam, went on a wild goose chase with the NYPD that lasted an hour, and stopped runaway cars.

He was tired, and wanted a day off of being Spidey. _'Maybe a night in Coney Island is all I need.'_

"Speaking of the game, you guys going?" MJ asked. Harry nodded.

"Yeah, got my ticket."

Naruto shrugged. "Got mine, though I don't know why _we're_ going. All we'll be seeing is Flash showing off, and his ego getting bigger." He stated, with the two nodding, knowing how much the quarterback loved the attention.

"Well, it will still be fun." Harry suggested.

Naruto sighed. _'Yeah, sitting in the middle of a bunch of screaming fans...my ears are so going to be bleeding. Might have to bring headphones…or watch the game from a top of a building.'_

Harry then got the blonde's attention. "Oh yeah, Naruto you up for a game night today?"

Naruto thought about it, and realized that between being Spider-man, working at ESU labs, and taking photos for the Bugle, he hadn't been able to make much time to hang out with Harry. And he would also tend to ignore phone calls from the guy, never having the time to answer them.

 _'What kind of best friend am I, ignoring Harry so much.'_ He thought with a frown. He then made his decision, and nodded to Harry with a smile. "Of course man! Just wondering if you're ready to lose?" He shot with a smirk, which Harry returned as they bumped fists.

MJ rolled her eyes with a smile. Boys and their games.

* * *

 ** _After School ‒ Oscorp_**

"Sorry about this, Ruto, MJ. Had to stop by my dad's office to drop of a folder." Harry apologized, as the three friends made their way to Oscorp.

Naruto patted Harry on the shoulder. "No worries man."

MJ nodded. "Yeah. Besides, with Aunt Anna gone for the weekend, the house is too quiet for my tastes. So what other choice do I have than to hang out with you two?"

"Hey!"/"You could have said it nicer, ya know?" The two boys protested, pouting a bit at the hit, much to MJ's amusement as she hid a smirk.

Walking inside the building, they checked in with the front desk, getting passes. They then entered an elevator, and as they went up, Naruto looked at Harry.

"So, any idea on what's so important about that folder your dad wanted you to bring him?" He asked, wanting to break the silence.

Harry shrugged. "No idea, just that he wanted me to bring it to him as fast as I could." He said, looking at the folder in his hand. "Maybe it's some important papers for some meetings he's been going to. I've been hearing talk about him wanting to make alliances with some other companies. Looking to establish connections, though I lost interest fast so I stopped listening."

Naruto snorted. "Well, you do realize it's because of your dad's business that you're rich, right?"

"I know that. Doesn't mean I have to be interested in it."

The elevator made it to their designated floor, and with a _ding_ , the doors opened. Walking out, they made their way to Norman's office, dodging and sidestepping workers and men in suits.

Making it to Norman's office, Harry knocked on the door, immediately getting an 'enter'. Entering, they walked into a large office, carpeted floor, and a wide window at the back, the desk in front of it, Norman sitting on the desk speaking on the phone. Seeing them, he nodded them, holding a hand up as he spoke to the person on the other line. "I don't care what it takes, just get it done!" He spoke, before hanging up. He then looked at the teens. "Harry, you're here. Good. Did you bring what I asked?" He questioned, his tone flat and hard. Not that Harry wasn't used to it.

The brunette nodded. "Yeah, right here." He said, walking toward desk and handing his father the folder. Norman took it and opened it up, not looking at his son.

"Good. That will be all, you may leave." He said, making Harry frown at not even getting a thank you! Seeing Harry was getting angry, his hand clenching hard, Naruto stepped up and placed a hand on his best friend's shoulder.

"Come on, Harr. What'd you say he see if this place's got a cafeteria?" He offered. Harry took a deep breath and sighed, nodding. With Naruto leading the way, the three left the office, leaving Norman to his work.

Meanwhile, outside of the building, two security guards keeping watch stood at the entrance, keeping an eye out for anything or anyone suspicious.

And right on cue, the person in question appeared.

Walking toward the building, was a man wearing a large brown trench coat that covered his body, with a black fedora hat covering his head and face from view as he approached the Oscorp Building slowly.

Seeing the strange man, the guards narrowed their eyes in suspicion, even more when he was walking towards them. They placed a hand on their sheathed pistols on the ready, as one guard walked in front of the man, stopping him in his tracks.

"Sir! I'm goanna have to ask you to stop right there and walk away." He ordered. The man was silent, not giving any response that he heard the guard. "Sir! I said to leave the property, immediately."

The man raised his head up, showing it to be Otto Octavius, with black tinted lens goggles over his damaged eyes. Looking at the guards, Otto shot them a smirk, before from his back, his four metal tentacles bursted out. The two men only had enough time to let out a scream of shock, before they were wrapped tightly in a hold by the tentacles, hanging in front of Otto.

"Excuse me, gentlemen. But I have a much needed _meeting_ with Mr. Osborn. So..." Carelessly, the men were thrown hard, smashing right through the glass window and crashing into the lobby. With a smirk, Otto had one of his claws take off his hat, before he was carried into the building, the sounds of scream running all around him.

* * *

 ** _With Naruto & friends_**

"Seriously Harry, I can totally see the perks of having your own business." Naruto grinned as he walked toward the table, a food tray in hand, filled with a pile of food. "Free buffet, clean and personal bathrooms ‒ thanks for letting me use the pass, by the way ‒ and VIP guest passes to get personal food orders!" He said as he sat down, looking at his food and licking his lips. _'Thank you high metabolism!'_

MJ rolled her eyes as she watched Naruto pick up his burger, and stretching his mouth open wide enough it should be painful, bit down on it. Glancing beside her, she saw Harry doing the same. Face palmed, she groaned in embarrassment as her friends' eating habits. _'Boys.'_ She thought to herself as she ate her salad.

Harry chuckled as he swallowed. "Well, if you like it so much, you should create a business of your own." He teased. He knew Naruto was joking. However, he raised a brow when he saw the thoughtful look on his face.

"Maybe..." The blonde muttered to himself. His own business? That would be kind of cool...he could be like Tony Stark. Live a life of luxury, fame, and highlight.

He shrugged as he turned his focus back on his food. Maybe someday.

Suddenly, their eating was interrupted, as an alarm began blaring. Looking up in surprise as the lights began flashing red, they looked around in confusion. Out in the hallway, they saw armed guards suddenly running in a direction. "What's going on?" Naruto asked, confused.

"Um, I'm guessing this isn't part of the tour?" MJ asked rhetorically. Harry shook his head as he stood up, followed by the other two. "Getting out the cafeteria, Harry stopped a guard. "What's going on?" He asked. The guard looked at him.

"Mr. Osborn, its best you and your friends remain where you are for your own safety."

"What's going on?" Harry repeated his question. Behind him, Naruto and MJ watched, the former still eating his burger, getting an elbow to the side by the redhead.

"Wha?" Naruto asked with a mouthful, making her roll her eyes.

"There's been report an intruder has barged his way into the building. Please sir, for your own safety, and that of your friends, remain in the cafeteria." The guard stated, before running off to join the others. The three looked after the guard.

"Wonder what's up?" Naruto muttered as he threw the last piece of burger into his mouth. He could sense a dull and low buzzing in his head, letting him know there was trouble. Question was, how big of trouble.

Harry looked at the two. "Let's find out. There's a security camera room on this floor. Let's see what's going on." Nodding, the three ran down the hall. Soon the three stopped in front of a room, and entering, Naruto saw that it was indeed the camera room. Monitors displaying just about nearly any available part of the building.

Walking in, Harry looked at the two men at work. "What's going on?" He demanded. For a split second, Harry looked more like his dad, Naruto thought.

"There's an intruder in the building!" One of the men stated.

"Who?" Harry asked. Suddenly, both boys heard a gasp come from Mary Jane. They looked at her in concern. "MJ, what's wrong?" He asked.

However, MJ didn't answer him. Instead, she stared at one of the monitors in surprise. "Naruto, look." She muttered, pointing at the screen. Naruto followed her hand, and looked at the pointed screen.

His eyes widened at what he saw. "Otto..." He muttered lowly.

Indeed, on the screen, it showed Otto Octavius, having his metal tentacles picking people up and throwing them, or grabbing desks and throwing them at the guards, who were shooting at him.

"Octavius?" Harry questioned. "What's he doing here? And attacking Oscorp?"

 ** _BAM!_**

Everyone turned around, hearing a slam, and saw the door was close. It was then that Harry noticed that someone was missing. "Naruto?" He asked, not seeing his best friend. Eyes widening in realization, he ran to the door, and tried to open it. Only for the lock to be stuck. On the other side, the door knob was webbed up. "Naruto!" He shouted, banging on the door. "Naruto! What are you doing?! Naruto!"

MJ frowned, standing behind the men as they tried to open the door. She turned around and looked at the monitors. In one, she saw a dark blur pass by the camera. "Naruto...be careful."

* * *

 ** _Oscorp Lobby_**

"Osborn! Where are you?!" Otto demanded in anger, his tentacles responding to his emotions as they thrashed wildly in the air, two guards in their grip. Growling in anger, Otto threw the men away as he grabbed a desk, and threw it at the shooting guards, making them run out of the way. "Osborn!"

Objects were grabbed and thrown through the air, smashing and breaking against the wall, glass windows shattered, and walls smashed through with claws.

"We need back up!" One soldier shouted as he dragged his injured pal back from the field.

"What are we dealing with?!" the captain of the force shouted as he fired at Otto, who was using a discarded metal board as a shield from the bullets.

Otto growled, quickly becoming annoyed with these pests. "Enough!" He shouted, and like a disk, threw the board at the soldiers, who dodged out of the way, the metal board piercing through a wall. "Osborn! Come out here!" He shouted in anger.

"Otto!"

Turning around with his metal legs, Otto spotted Norman calmly walking toward him. Seeing his target, Otto glared at the man as he lowered down to his level. "Osborn."

"Otto, I see you're doing well." Norman stated flatly. Otto growled in anger.

"Osborn...I'm make you pay!" He shouted and one claw shot down at him. Luckily, Norman was able to move back quickly, dodging the strike as the claw pierced the ground where he stood. He looked at Otto in surprise.

"What is the meaning of this Octavius?!" He demanded.

Otto got closer to Norman, two of his tentacles holding him up in the air, while the other two laid waiting beside him. "My machine, Osborn...it was perfect. Completely stable. And so, I have trouble thinking on how it could go wrong. And that's when I realized it...YOU did something! You rigged my machine and caused its malfunction!" He accused.

Norman looked at Otto like he was insane. "I had no hand in that event! You're insane to think that. Your machine would have made us both more famous than ever. It was only your own miscalculation that caused that instability! You have no one to blame than yourself!"

However, Otto would not hear it. "LIES! My work was perfect! All those years, they were spent to insure everything worked out! You were jealous, Osborn! I have managed something you could never achieve in your whole life! And so you tampered with it! You caused it to go unstable! You caused the fusion to reach negative! YOU KILLED MY ROSIE!" With a roar, he sent his claws at the wide eyed Norman.

Luckily, the businessman was saved, as a web-line shot down and grabbed a hold on Norman, pulling him away from danger at the last second.

"What?!" Otto demanded.

"Whoa! I know Doctors make house calls, but this is going a tad bit extreme!" Hearing a familiar voice, Otto turned around, and saw Spider-man standing at the other end of the room, Norman by his side with his arm over his shoulder.

"Spider-man!" Otto shouted in anger. Two guards came to Spider-man and got a hold of Norman.

"Get him out of here." Spider-man told them, to which they nodded. Grabbing Norman, they made their way out of the incoming battle. Spider-man then looked at Otto. "Listen doc, you're not thinking straight. Let me help you." He offered, holding his hands up.

However, Otto growled. "Spider-man...you also had a hand that day! Your sudden appearance was most suspicious."

Spider-man shrugged. "A building with people running out of it, screaming? Yeah, not suspicious at all." He said sarcastically.

"No! You also messed with my machine! You tried to destroy it! Tried to destroy _me!_ "

"I tried to turn it off! It was sucking up the entire room like a vacuum! People could have been hurt!" Spider-man retorted.

If anything, Otto looked ever angrier. "Oh, people were hurt alright. My beloved Rosie!" He shouted. Spider-man winced at that, bad memories appearing. "Because of you...she's gone!"

Spider-man looked down in regret. "I know; I should have gotten her out of the building first. I'm sorry, Octavius."

"I AM NO LONGER OTTO OCTAVIUS! That man died, with Rosie, with his dream! I am all that is left of him! His anger, his depression, his final creation! I am...what have people been calling me? Oh, yes...I am **Doctor Octopus**!"

 _'Damn you, Jameson.'_ Spidey thought to himself, blaming his boss for coming up with that name. Shaking his head, he turned back to the now named Octopus, only for his eyes to widen. He quickly jumped out of the way, dodging a chair that hit where he stood. Sticking to the wall, he looked at Doc Oc. "Come on, Doc! This isn't you!"

"I beg to differ!" The man responded and sent his claws at the Spider. Leaping off the wall, Spider-man dodged the claws, kicking them out of his range. Shooting web-lines to the ceiling above him, he pulled himself upward. Flying up, he fired web-bullets down at the tentacles, tangling them in webbing. Landing in the ground, he looked behind him, only to see the tentacles tear off the webbing easily. "Ok...that plan didn't work."

"Your tricks are useless, Spider-man! My arms cannot be between!" Doc Ock bragged as he sent his arms at Spider-man. The Web Head once again dodged the claws, back flipping as they slammed where he stood before. Landing on his hands, he pushed himself into the air, aiming his hands at Octopus.

"This spider has more tricks up its sleeves, Doc." He then began to fire web-bullets at Doc Ock. Scowling, Doc Oc shielded his face with his arms (both regular and metal) as the barrage of web balls struck him. His tentacles were wrapped up in a cocoon of web. Pulling his arms down, he was about to say something, only for one last web bullet to hit him on the face, covering his face in web. "Bullseye!" Spidey cheered.

Growling in anger, with a roar, Otto ripped his tentacles free of the webbing, and used a claw to get the web on his face off. He glared at the annoying pest. "I grow tired of your games, bug!" He shouted, and sent all his arms at him. Spidey only had one thing to say.

"I'm a Spider!"

* * *

 **You just got Cliffhanged, Son!**

 **The real introduction of Doctor Octopus! As you can already see, this Doctor Octopus Arc is quite long, having to make it 3 parts! I can't guarantee that all big villains will be split into parts. It might happen once in a while, it might not. We'll just have to see.**

 **Next time: Spider vs. Octopus**

 **Now, the mentioned topics:**

 **Civil War** **(SPOILER FOR THOSE WHAT HAVEN'T SEEN IT YET!): I LOVED the movie, it was awesome, filled with action, drama, friendship, and heartbreak. Especially the ending when Tony found out that Bucky was the one who killed his parents, and Captain America (his best friend) had actually fought against him! Poor guy. I loved Spider-man's intro, even when it was a small scene, it was fantastic. Can't wait for the** **Spider-man Homecoming** **to come. The "Civil War" battle, aka Airport Scene, was great, if a bit disappointing at how small the fights were. I know, I know, limited budgets and short hero reunions, just saying. Goes to show you just how more awesome the comics are to the movies.**

 **Now, I know people are going to be asking me "Are you going to do a Civil War in the story", "DO CIVIL WAR!", "HAVE SPIDEY TAKE PART IN THE CIVIL WAR!". Let me just say, to OFFICIALLY SAY for all of you to hear! That I will absolutely, positively, without a shed of neglect...DO a civil war! (who got worried?) Many special events that happen in the comics, will appear in the story.**

 **The only issue is WHICH version of the events that differentiate between comic, animated show, and movie, will be shown? That will be hidden till then...**

 **Second topic, will be on** **Nick Fury** **: I really like Nick's character, even more on the** **Ultimate Spider-man animated series** **. Nick Fury has been a big help in Peter/Spider-man's develop, and will also play a part in the story. But the big question is...**

 **Which Nick Fury will I use?**

 **(WHAT?!)**

 **Yes, in comics, we have seen different version of Nicholas Fury, director of Shield. The two main versions, are Nick Fury of Earth-616/Mainstream Nick (not going to be racist, but will say it) the** **White Nick** **, also known as the one with hair. The other one is the Nick Fury of Earth-1610/Ultimate Nick, the (again, not racist)** **Black Nick** **, also known as the bald Nick. Many like the Nick-1610 because of not only his MCU version, but also for his kick-assness.**

 **On the other hand, Nick-616 has a sort of "War Survivor" veteran vibe to him.**

 **OR...**

 **I could make things SPECIAL, and do the** **Origin Nick** **! What is that you ask? Well, it's the Nick Fury of 1610, but from the** **Marvel Ultimate Origins** **series!**

 **In that series, BOTH 616 and 1610 Nick Fury's were shown…because it was revealed, that the White-Nick, had a son. After an event that forced White-Nick to retire from SHIELD, Black-Nick joined SHIELD, and shaved his head, taking on the appearance of the Ultimate-Nick. And so, if you want, that can be the chosen Nick I can use.**

 **It also would be an awesome event...if I had the classic Nick appear, fighting alongside his son. THINK ABOUT IT! Both Nick Furies fighting together? HOW EPIC WOULD THAT BE?! (FANBOY LEVELS INCREASING TO THE LIMIT!)**

 **So vote!**

 **And last note of the day...would you like May Parker/Spider-Girl (Earth-982) to replace Dagger in the harem? Would it be considered incest?... Not, it won't. The main reason as that they are not related by blood (remember, Naruto's adopted). Their connection would be Uncle and niece at best (besides the obvious Spider-Totem connection). Would she and Mary Jane be related?**

 **Still thinking about it. Alternate Dimension Blood relationship is confusing.**

 **That's all for now! Remember to review! (looks at readers with demon eyes...)**

 **Ja ne!**

* * *

 **Omake!**

 _Juubi smiled as he sat down on his chair, facing the computer. "Alright! New episode of Ultimate Spider-man! LET'S DO THIS!" Goes to Kisscartoon and goes to the episode. As it started, he leaned back, a bucket of popcorn in his grasp._

 ** _20 minutes later_**

 _"How could you betray Spidey, Scarlet?!" Juubi shouted, tears in his eyes as he watched the episode ended. Immediately goes to next episode._

 ** _10 minutes later_**

 _"Kick that bastard traitor's ass, Spidey!" Juubi shouted, his bucket spilled over on the floor, ignored._

 _"KEEP IT DOWN IN THERE!" Juubi's mother shouted. Juubi shrunk in fear._

 _"Sorry mom."_

 ** _10 minutes later_**

 _"NO!" Juubi cried, falling on his hands and knees. "Scarlet! Why you had to die?! Please be okay! This is marvel! No one important dies...except for Uncle Ben."_

 ** _Watches the preview for the next episode_**

 _"DAMN MADAME WEB'S HOT!"_

 _"I SAID TO KEEP IT DOWN!"_

 _"Sorry mom"_

 **XD**


	7. The tentacles of Doctor Octopus Final

**Disclaimer: see previous chapters...**

 **To those wondering why I have this fic under _Naruto & Spider-man..._well it was the only one with a _Mary Jane Watson _ Character Category. _Marvel_ didn't have it, for some reason.**

 **Also, so it was agreed upon that May will be in the harem. However, no one (only a few) wanted Tandy/Dagger out. So, against my better judgment, lawyers, and conscious, I decided to ALLOW Tandy in.**

 **That brings the TOTAL of girls in the Harem to: 34!**

 **That's it! No more. You can beg, you can bribe! You can sell me your hot mom, and I won't allow ANY MORE additions!**

 **IT'S FINAL!**

 **While this might seem like a large number, it's better than the Spider-man harem list I was told about, belonging to the author Diablo Ex Machina. I saw the harem list in his profile page, and I was like "DAMN!". I'm not being mean, just comparing. Though I feel like he/she gets me. When it comes to harems, you just can't help but want the main character paired up with most, if not ALL, the hot women!**

 **It's just logic! (in some way).**

 **But enough about that! I will post the COMPLETE harem list in my profile. If you don't want to see it, or don't care, you can ignore it. Also, do you guys give a damn about the appearance I'm basing them off in the fic? Just curious.**

 **Now, second thing. This is sorta a maybe/maybe not spoiler. There will be other pairings in the fic. I'm not evil. Perverted and lazy, but not evil.**

 **The thing I wanted to talk about, was Aunt May. I want some love in her life, and will pair her with someone. The question is, WHO? There are two choices:**

 **John Jonah Jameson, Sr. (J. Jonah Jameson's father, like in the Earth-616 comics)**

 **Or**

 **Ben Parker of Earth-3145 (the "Spider-man" of his world, lost his wife and Peter to Emerald Elf/Norman Osborn, officially appeared in the "Spider-Verse" comic event)**

 **So "new husband" or "same/old but much loved husband". Tell me which one you want, and WHY. EXPLAIN! This poll will end on the premier of the...let's say 12th chapter.**

 **Now, a moment to answer some reviews:**

 **Writing Warrior : I have this idea for Cloak and Dagger's relationship I want to try.**

 **The Question** (as well as concerning Mary Jane's Hero position) **: I DO plan to give Mary Jane powers. Which ones or what will be kept a secret for now.**

 **Topic on Spider-Gwen : Yes, Gwen will appear, and will be Spider-Gwen. How I will do that, will be kept a secret (can't give too many spoilers, can I?)**

 **Spiderfan8 : I can't get rid of Squirrel Girl! She's awesome! _Monkey Joe on the other hand..._**

 **Rexy (And this goes out to everyone too!) : My method on how this story will go, is mixing and combining scenes and events of ALL the Spider-man franchise. What I mean by that, is that I will be combining events that happen in the comics, movies, television shows, and even video games in ways that contribute to one another and can be followed. And that goes for how heroes and villains will play in my story.**

 **LazyKid24: Yep, everyone loves the Spiderior Spider-man costume! There is just no denying it! I myself find it a lot better than the original costume, mostly because red and black are my favorite colors. Also, interesting idea you have. **

**Kira444 : You would NOT be the first person to ask me about doing a Naruto/X-Men story. I just find myself reluctant to do it, as I barely know anything from it. All that I DO know comes from X-Men Evolution and the movies.**

 **Blaze1992 : Kurama still holds anger and hate in him, though it will vanish in time. Though there will be times he will actually help Naruto, as he doesn't want to have a weak container. They're relationship will get better in time. Yes, Naruto killed the guy who KILLED his uncle, but it was only in a moment of anger. He won't be killing people...until further notice. 2. I'm going to say _'yes'_ as it is common for the Avengers and Fantastic Four to go to other planets, so he might join them. 3. Yes, I desire for Naruto to one day in the future to establish Parker Industries, maybe be a protégé to Tony Stark to get some experience in doing so. 4. For some time, he will do crime fighting in New York, before maybe going out into the work either with the Avengers or Fantastic Four, or even by himself. And 5. Hm, yeah. Though I'm not exactly knowing on specific events, as I'm slowly reading the comics. Hope that answers your questions.**

 **That's all for now!**

 **Now, on to the fic!**

* * *

 **Chapter 7: The tentacles of Doctor Octopus, Final Confrontation**

* * *

 _Previously, on **Superior Spider** :_

 _"This spider has more tricks up its sleeves, Doc." He then began to fire web-bullets at Doc Ock. Scowling, Doc Ock shielded his face with his arms (both regular and metal) as the barrage of web balls struck him. His tentacles were wrapped up in a cocoon of web. Pulling his arms down, he was about to say something, only for one last web bullet to hit him on the face, covering his face in web. "Bullseye!" Spidey cheered._

 _Growling in anger, with a roar, Otto ripped his tentacles free of the webbing, and used a claw to get the web on his face off. He glared at the annoying pest. "I grow tired of your games, bug!" He shouted, and sent all his arms at him. Spidey only had one thing to say._

 _"I'm a Spider!"_

 _Now back to your regularly scheduled program!_

* * *

 ** _Oscorp ‒ Lobby_**

"Yikes!" Spider-man yelped before he jumped out of the way, as another chair crashed and shattered on his spot. He web-swung around the lobby of Oscorp, dodging flying projectiles sent at him by the crazed Otto Octavius, now named, and calling himself, "Doctor Octopus". "Come one, doc!" Spidey shouted as he landed on a top corner of the room. "Can't we talk about this? You're a Cephalopod; I'm an Arthropod! So how about it?" He asked.

"Enough talk!" Doc Ock shouted as he sent his arms at the annoying pest. Once more, Spidey jumped out of the way. While in the air, he shot web-bullets at the metal tentacles, wrapping them around the claws. With one hand, he shot a web-line to the ceiling, and began to swing around the arms, whist continuing to fire webbing at them. Soon, the claws and tentacles were wrapped up tightly in a web cocoon.

Spidey landed in a crouch in the stairs. "That should do it." He muttered, only to be proven wrong, when with a loud angry roar, Otto had his arms pull apart, ripping through the web. Spidey blinked. "Oh...that's not good."

"I grow tired of these games!" Doc Ock shouted as he grabbed a metal post on the ground and chucked it at Spider-man. The red and black hero dodged it by leaping up into the air. However, while in the air, a claw grabbed him by his feet. Eyes widening, he gave a yell as he was swung like a bat through the air, smashing hard into the ground, before being lifted and smashed down again. He groaned as his bones shook from the impact, as he was lifted up again. Like a lasso, he was span around, making him yell, before being sent flying. It was only his quick thinking that he stopped his flying by shooting a large web-bullet ‒ twice as big as a normal one ‒ to the wall, where it exploded and created a large web, which he landed safely on. Groaning, he sat up, holding his head as his vision was spinning. _'That was close. A second later, and I would have been a Spider-Splatter. Good thing that new compound of web-fluid I've been developing worked. I'm calling it, Impact Webbing.'_

Shaking his head, he looked up, his vision clear, before widening as he jumped out of the web, a statue of Norman located in the large room crashing where he was.

Landing, he ran at Doc Ock, who sent his tentacles at him. He leaped into the air, where he then lunched two web-lines at Otto, which stuck to his chest. Pulling himself toward him, he kicked incoming tentacles that tried to grab a hold of him, before he stomped Ock hard in the chest, making him stagger back. Pushing off of Otto by his chest, he flipped into the air over him. While upside down, he sent another two web-lines down at the man, sticking to his back. Landing behind him, he heaved hard, and pulled Ok up, before slamming him down hard on the ground.

"Sorry, doc. But if beating you is what it takes to knock some sense into you, then so be it!" Spider-man said, getting in a stance as Doctor Octopus got up.

* * *

 ** _Oscorp ‒ Security Room_**

Mary Jane and Harry, along with the guards in the room with them, could do nothing else but watch the monitors, watching the battle between Spider-man and Doctor Octopus.

"Spider-man? What's he doing here?" Harry asked, confused and surprised at the appearance of the new hero. MJ bit her lip, trying to come up with an excuse.

"Um...maybe Naruto went and got help? And Spider-man was nearby." She said. Harry looked at her, before nodding.

"Maybe, though why did he have to lock us in here?!" He asked, a bit angry at that. MJ chuckled nervously.

"I'm sure he has his reason." She said, before thinking _'He better, cause I can't come up with a good excuse right now!'_ She then turned back to the monitors. She frowned as she watched Spider-man dodge Doctor Octopus's metal arms. _'Naruto, are you alright? To have to fight Mr. Octavius, who was your friend. I can't even imagine what's going through your mind.'_

Harry pulled out his cell phone and started to dial. "I'm calling dad to see if he can get us out of here." He said, before groaning when he saw he didn't have signal. "Dammit!" He looked at the guards. "Isn't there an emergency phone here?!"

One man's eyes widened in realization. "You're right! I forgot about that!" He said, before picking up the emergency phone. As the guys did that, MJ kept her eyes on the fight on the screen.

"Come on, Whiskers." She muttered.

* * *

 ** _Back with Spider and Octopus_**

Spider-man jumped over a jab from a tentacle, he shot a web-bullet down on it, sticking it to the ground. While it might not do much, it should buy him some time. Shooting a web-line to the side, he grabbed a plant pot, he pulled it and chucked it at Doc Ock.

The man pulled himself out of the way by his arms, before breaking his captured one off the ground. He then sent his arm at Spider-man, who began to flick and dodge out of the way. "It's not use, _hero_! You're only human! Sooner or later you will tire out! My arms, on the other hand, _never_ tire!"

Jumping out of the way as the claws pierced the ground, Spidey jumped to a desk laying on the side, docking behind it. _'He's right. Even with my incredible stamina, I can't keep this up forever. I need to come up with a plan to stop him,_ without _hurting him.'_ He thought. He then looked at his hand, which had red sparks flying over it. He sighed. _'I have no choice but to use the Venom Blast. Sorry Doc, but it's for your own good!' _Just then, his Spider-Senses blazed. He jumped out of the way just as the desk was destroyed a tentacle. "A desk? Really? You know how many trees it took to make that thing?"

"Give up, Spider! You're only avoiding your defeat!" Doc Ock shouted.

Spider-man fired web-bullets at the closing in claws as he walked back. _'Sorry Doc, but I can't let you hurt Harry's dad!'_ He jumped up to avoid a swipe, before he fired a web-line at the tentacle. Pulling it toward him, he grabbed it, keeping a firm grasp on it as it tried to break free. "Sorry, doc. But it's time to end this! While these things sure are powerful, they are still made of metal and circuits, and run electricity. So..." Focusing, his hands became incased in red static, running all over the claw, before it began to crawl all the way down the arm, before reaching the surprised Otto's back, hitting the spine.

"AAAARRRGGGH!"

Doc Ock screamed in pain as static ran all over him. He continued to scream for a few more seconds, before falling to the ground, his tentacles falling as well, their lights blinking, before shutting down.

Spider-man looked at Ock, and sighed in relief. "Finally, it's over. Now, what do I do? If I call the police, they'll just take him to prison. What he needs is help." He muttered. "Also need to check out Mr. Osborn, make sure he's okay. Not to mention MJ and Harry-" He stopped right there, before slapping his head. "Oh crap! I forgot that I locked them in the security room! Oh man, how am I going to explain myself to Harry! Not to mention MJ, hope she isn't mad!"

Suddenly, he was stopped, when he heard a groan. Eyes widening, he looked at Doctor Octopus, and to his great shock, saw the man trying to get up, and _succeeding! 'What the hell?! But I thought I paralyzed him! It worked on Vulture and the Enforcers!'_

"Os...born!" Otto growled, as he slowly got on his hands and knees. The lights on his metal arms began to flicker, before turning on and dragged themselves over to him, though very slowly Naruto noticed. "I won't...give up...until I...make him PAY!" He shouted, managing to get up to his feet.

Spider-man groaned. "Great. Round two."

Otto panted. He looked at his weakened metal arms, their claws hanging low. He gritted his teeth. They were damaged, by whatever the arachnid did. "Unfortunately Spider-man, your abilities have become more than I had imagined. And so, we shall have to finished this, another time." With a yell, he sent his claws upward, stretching up before they hit the ceiling and broke right through. The roof began to shake and crack, pieces falling down.

Eyes widening, Spider-man figured out what Doc Ock was doing. "No!" He shouted, trying to reach the man. However, it was too late, as large parts of the ceiling crashed down between then. He shielded his face from the debris and smoke. When it stopped and the smoke cleared, he looked up.

Doctor Octopus was gone.

"..." He stared at the spot for a bit, before sighing. "Great."

* * *

 ** _Security Room_**

The group had been watching Spider-man's battle with Doc Ock, watching as the spider dodged the octopod's arms with quick reflexes and agility.

When they saw Spider-man do something strange with what looked like _red lightning_ ‒ MJ being the only one that recognized it as her friend's powerful _Venom Blast_ ‒ and Otto go down with a yell, they cheered, thinking it was over.

Only to be proven wrong, as a second later, to their shock ‒ more so MJ's ‒ they watched as Doc Ock got up, if a bit slow. The man then tore down the ceiling, causing debris to fall in between the two, and providing Ock with cover, which he used to escape.

Following, they watched as Spider-man swung away, out of the camera's visual field.

And so, there they were, stuck in the security room, waiting for help to arrive and get them out of there. They didn't know how long they sat there, waiting for help. They set around, the two guards at their seats at the controls, talking amongst themselves, possibly about the fight between the new, New York hero and the madman octopus.

Harry and Mary Jane were sitting together against the wall. MJ was trying to get a signal to text Naruto, worried on how he was, while Harry was contemplating killing said person. _'I mean_ really _?! Locking us in the room?! Wouldn't it be better for us to escape the building?! What the hell Naruto?!'_

MJ glanced at him, seeing his twitching eyebrow and raised an eye in question. She then shrugged, it was probably nothing.

Just then, everyone looked up when they heard and saw the door knob rattle. They quickly stood up, just as the door ‒ to their great happiness ‒ opened.

Naruto blinked as he pushed a head inside, looking around. "You guys alright?"

 ** _WHAM!_**

If this was an anime, Naruto would be kneeling on the floor, holding his head, with waterfall tears streaming down his cheeks, as a large bump grew out of his head, steaming and glowing.

Instead, he settled for the first two. "Son of a bitch! What was that for?!" He shouted, glaring up at Harry, who returned the glare with force.

"For locking us in here in the first place, you idiot! What the hell were you thinking?! We could have just left the building while Octavius was distracted!"

Naruto pouted as he got up, massaging his head as the pain left him. "Sorry, I wasn't thinking straight. I thought that I could get Otto to stop and listen to reason, and didn't want you or MJ to stop me or get hurt...but then Spider-man showed up, so I could only watch them fight from behind cover." He told his story, which he came up with as he was coming back to free them.

The anger in Harry's eyes left, but only by a bit. He sighed, running a hand through his hair. "You idiot! You could have gotten hurt, you know." With the silent MJ nodding behind him. She didn't need to say anything, the glare said enough.

Naruto sweatdropped, rubbing the back of his head sheepishly. Though he had to hold back a cringe as pain shot through his sides from when he was used as a hammer. "Hehe...sorry. I thought I could stop Otto's rampage, and snap him back to normal." He said, before frowning. _'Instead I had to fight him. And to make matters worse, he escaped.'_

The two saw the frown, and did so as well, worried for their friend. Stepping up, MJ pulled the blonde into a hug, with Harry placing a hand on his shoulder.

"I'm sorry, Whiskers." MJ whispered to him. She knew Naruto wanted to help his friend and idol come back to his senses.

Just then, they heard footsteps coming their way. Breaking up, they turned to the doorway, just in time to see Norman appear with a few of his bodyguards.

"Harry, are you alright?" The father asked, looking at his son. Harry nodded.

"Yeah, we're okay dad." He said, making Norman sigh in relief.

"Good. The police are on their way. What are you all doing here anyway?" He asked, wondering why they were in the security room when there was an attack, and not evacuating. The three glanced at one another, before Harry looked at his dad.

"We came here to see what the trouble was, but when Otto began wreaking the lobby, the security shut down system activated and we got locked in." Harry lied. Norman looked at him for a second, before nodding.

"Alright, I'm just glad you and your friends are safe." He said, before sighing. He looked at Naruto and Mary Jane. "I'm sorry this craziness had to happen and put you in this position." He apologized, but they just waved him off. "Now, you three best leave the sight and go home."

Nodding, the three grabbed their bags and left. As they walked, Naruto pushed his hand into his jacket pocket, pushing the Spider-man mask deeper in.

* * *

The three spent the rest of the day at Harry's house, hanging out and playing video games. It was night when they left, going to Naruto's house, MJ staying over at the guest room while her aunt was away.

Currently, the two were at Naruto's room, watching the news as they ate cookies Aunt May brought them. Along with a cup of instant ramen for Naruto, laying on his desk.

 _"...In top news, Oscorp has been attacked by the missing Otto Octavius, now called **Doctor Octopus** after his massacre and escape from the hospital. Witnesses have stated that the mad doctor's intended target was Norman Osborn, CEO of Oscorp. Many guards have been injured in the eight 'armed' man's attack, but luckily nothing severe."_ Whitney Chang from New York News reported.

 _"And Whitney, is it true that Spider-man was seen at the scene, saving Norman Osborn?"_ Her co-anchorman asked. Whitney nodded.

 _"Yes, from witness reports, as well as security footage, Spider-man had saved Mr. Osborn's life a second time since the attempted murder from Adrian Toomes, a villain called "The Vulture"._

The anchorman chuckled. _"First a vulture, and now an octopus? It would seem that the whole animal kingdom has at in for Mr. Osborn."_

Whitney nodded in agreement before facing back to the camera. _"After the battle at Oscorp with Spider-man, Doctor Octopus has once again escaped. Police are currently on the lookout. Norman Osborn and his son Harry Osborn have been placed in protected watch in the case Doctor Octopus targets them again."_

The television was put on mute, before MJ looked at Naruto, who was laying back on his bed, looking at the ceiling. "You okay Tiger?"

Naruto sighed, turning his head to her. "Not really, MJ. I don't like this. I don't like that I had to fight Otto, and that I may have to keep fighting him. I hate how angry he was, at Norman, at Spider-man, at _everything_...I'm starting to wonder if there's anything left of the man I knew." He confessed, sighing.

MJ frowned, before laying down next to him, facing him. "Naruto, what you saw today...the way he acted...I don't think he was Otto Octavius." She said. Naruto frowned, looking away. However, MJ wouldn't let him, as grabbing his cheeks, she turned his gaze back to her. "Naruto...I know you don't want to think about it. But whatever happened to him, what he had gone through and experienced in the accident at the event, it changed him and _not_ for the better."

Naruto didn't say anything, his eyes dropping as his frown grew. As much as he didn't want to admit it, he knew Mary Jane was right.

The man he faced today, it wasn't the man he had met. It wasn't the man he honored and looked up to. The man he had dinner with, with his wife. Who had given him great advice.

 _"Being brilliant isn't enough. You have to work hard. Remember that...Intelligence is not a privilege. It's a gift. And you use it for the good of mankind."_

He clenched his hands tightly. No, Doctor Octopus was right. Otto Octavius _did_ die that day, with his wife. He was now nothing more than an angry man taking his anger out on those he saw.

And it was his job to stop him.

He sighed, before looking at the redhead's green eyes. He smiled softly. "You're right, MJ. I know that. And as much as I hate the thought of fighting him, _Doctor Octopus_ might hurt people, and needs to be stopped." He said, his gaze and expression firm.

MJ smiled, and gently cupped his cheeks. His eyes softened as he felt her gently rub his cheeks, her thumb caressing over his whisker-like lined marking. His mind felt slightly dizzy as a pleasurable sensation spread through his body. He felt deep, familiar feeling, crawling up his throat. He bit his lip, keeping his mouth firmly closed, so as to not allow _anything_ to come out!

After his 8th birthday, he _swore_ to **never**... _purr_ again. GUYS DON'T PURR! What happened on his 8th birthday was nothing! He just hiccupped!

MJ seemed to realize what he was doing, and her smile turned into an amused grin. She loved these moments. Moments when Naruto became putty in her hands. Becoming her own little _kitty_ , literally purring as she rubbed his cheeks.

That's what he gets for always teasing her! She wasn't a chipmunk with puffy cheeks! Or a cat with a killer curiosity!

However, she decided to not push it... _this time_.

She stilled her fingers, merely laying them on his cheek. Naruto opened his eyes a bit ‒ their shade a hint of violet, before shifting back to blue ‒ and stared back at her. The two laid in silent, staring at one another in content. Their lips tugged into soft smiles, old memories displaying in their minds of times they played as children, to when they hanged out as teens.

MJ's cheeks began to burn, now realizing just how close their faces where. However, she made no action to move away. In fact, she did the opposite. Closing her eyes, she leaned her head closer, and rested it on his shoulder. She took in his warm, his scent ‒ that of ramen and leaves for some reason ‒ and let herself relax.

Naruto blinked in surprise at the action, before smiling and gently wrapped an arm around her, pulling her closer.

"I'm actually excited for the big night."

He blinked, looking down at the redhead resting on his shoulder, confused about what she said. She seemed to picked on it, as she clarified.

"Coney Island. It will be fun. It's been a while since we just hanged out. Not having to worry about villains and trouble. For just one night, let's just relax and enjoy it. We need it, especially you." She muttered, her eyes closing, and before he knew it, she fell asleep. Lured into slumber by his body's unconscious, and semi-unusual high (at least in his and his doctor's opinion) body heat.

Naruto looked at her, repeating her worlds in his mind. When _was_ the last time he relaxed? For a day? To not be out patrolling, stopping crooks and saving people? To not fight crazed lunatics trying to kill him? "Yeah. I'm looking for it too." He muttered, before leaning back on his mattress, his eyes closing.

Was he worried about Doctor Octopus? Yes, he was. But what would one night of having fun cost him?

* * *

 ** _With Doctor Octopus ‒ After Midnight ‒ Unknown Location_**

With an angry roar, Doc Ock destroyed the surface of a wall with his tentacles. After being forced to escape from Oscorp, thanks to that meddlesome Spider-man, Otto retreated to his other hideout apart from him his old home. He knew that would be the first place the police would look for him.

"Damn it!" he cursed, very angry at his failed attempt to get revenge. "I had Osborn in my grasp! But thanks to that meddlesome arachnid, the man escaped justice for trying to kill me! And to make it worse..." He looked at his metal arms, which were moving slowly. "Whatever the spider did, it had damaged my arms. I may be able to fix them, thanks to the tool provided." He said, looking around at the old auto shop he took residence in. "The only problem would be the power supply. I need to reenergize my arms. However, nothing at my current possession would be enough to power it." His arms worked on a special power cell, a battery as small as a quarter, but powerful enough to run his machinery for months to come. However, whatever that strange lightning that Spider-man had utilized was, it short-circuited the battery. He would need to locate a replacement.

Walking over to a work station, he sat down on a desk, his arm slowly laying themselves on the desk, but not before one of them grabbed the tools he required, along with a blowtorch. With a mental command, he shut off the power in his metal arms, and got to work doing repairs.

It took longer than he was satisfied with, hours spent, repairing circuits and parts. Soon, late at night, he stopped, satisfied to a limit. While not a 100% up to work, it was satisfactory until he got the necessary power source.

Standing up, his arms activated and rose up, taking their place around him, posed like snakes, ready to _snap_ at any moment or given order. Smirking, Otto walked towards the middle, before pausing. Turning his head, he looked at a bench beside him, harboring small belongings he took from his home. His eyes rested on a photo frame. In the picture, it displayed him, shaking arms with a middle-aged dark skinned man with balding dark hair and glasses. They stood in front of a tall building with a large title sign _"Tricorp"_.

Ock narrowed his eyes at the man. "Dr. Twaki..." He muttered, before a dark smirk crossed his face, recalling at certain old _project_ he used make with the man, as well as the man's actions soon after. "I think it's time for a little _reunion_ , _old friend._ " He said, before his claw crushed the frame.

* * *

 ** _The Next Day_**

Spider-man was swinging through the city, enjoying the peace and quiet, and hoping no one ruined it like with the Enforcers. Times like these were rare, but much appreciated.

School had just ended and he had a few hours left before he had to head to ESU labs. He had talked with Doctor Connors, and was allowed to leave early to attend the game at his school. Though he would need to make up the missing hours tomorrow. But it was fair.

MJ had been dragged away by Liz and Sally Avrill, to go shopping. No doubt looking for dresses for the dance. He didn't regret his decision to not go. His aunt's happiness was more important than some stupid dance.

Though a small part of him couldn't help wonder what MJ would look like in a dress. However, anything she wore made her look beautiful in his opinion.

Harry went home, with some policemen and men in suits ‒ no doubt working for Norman ‒ as guards, in the off chance Otto targeted him. He also followed them, just in case. Luckily Otto didn't make any appearances.

 _'Though if what he said was correct, Norman's his only target. Hopefully.'_ He thought as he swung. A part of him wanted to help Otto, knock some sense back into him, and bring back the man he was before...though another part felt it would be a waste.

Otto Octavius was gone, replaced with the dangerous Doctor Octopus. He needed to accept that.

He sighed as he did a flip, just for the heck of it, before continuing his swinging. His life was so insane. Spider powers, animal themed mad men, trained assassins, not to mention having a bastard, asshole, gigantic _fox_ in his brain...

Sometimes he felt like his life was some kind of comic book!

 _'Then again, considering we live in a world where aliens attack New York from another dimension, gods appear in tights, and people with superhuman powers appear, being in a comic book would explain_ so _much.'_

Just then, his peace was canceled, when he heard a sound behind him. Turning his head, he saw a NYPD helicopter behind him. _"Spider-man! This is the NYPD! Stop your...swinging, get down to the ground, and surrender!"_

"Seriously?!" He shouted, mad that his peace was interrupted.

 _"This is your only warning! If you resist arrest, we will be forced to used deadly manners."_

 _'What happened to the world when a spider can't swing in peace?!'_ He mentally asked himself, before making a sharp right turn, the helicopter behind him. "Alright boy! How about a game of Cat and Mouse? Tag! You're it!" He shouted back with a laugh as he swung faster.

 _"After him!"_

* * *

 ** _Midtown Mall_**

MJ smiled as she was walking around the mall with Liz and Sally. They were carrying some bags containing some stuff they bought. Liz and Sally had dragged her off after school, saying that with the dance being just a week away, they needed to find their dresses.

However, MJ was not as excited about the dance as them. Her only reason to go to the dance was not going. However, she couldn't hate him for it, as he had an aunt to look after. She knew Harry was going ‒ with a date or not, she didn't know ‒ but without Naruto there, she didn't see a point in going.

So much for her plan to confess...

She shook her head. _'Enough with the sad thoughts, Watson! You're still going to hang out with Naruto and Aunt May. That's just as fun!'_ She berated herself. Watching movies was just as fun! Even more if she could sneak in some snuggling... _with Naruto, not Aunt May. Not that that would be bad with the sweet old lady._

Passing by a store window, she halted in her tracks, as something caught her eye. Turning to the display window, her breath got caught in her throat when her eyes saw a _beautiful_ , black, silk dress. It was sleeveless, and held up by a neck collar. _(AN: Spec. S Ep7 dress)_

She stared at the beautiful dress, her figure replacing the mannequin wearing the dress. Seeing that she had stopped, Liz and Sally joined her, and looked at the dress. Liz gasped, before wrapping her arms around MJ's right arm, with a smile on her face.

"OMG! Red, you should definitely get that dress!" She said, thinking her friend would look fabulous in it. MJ gave a troubled smile.

"I don't know. I mean, I'm not going to the dance anyway. Besides, look at the price!" She said, gesturing to the price tag. However, as she looked at the dress, she couldn't help but image her wearing it, at the dance, with Naruto beside her, wearing a tux. The two of them slow dancing, _together._

She smiled a bit at the dream, but sighed, shaking her head. "No, there's not point." She muttered, a small amount of sadness in her tone. She began to walk away from the dress. In her mind, she wondered if there would ever come a time that she could finally man (woman?) up and tell Naruto her feelings for him.

She knew...what she felt for the whiskered blonde wasn't some petty crush...her feelings were real. With Naruto, she felt so _safe_ and _warm_. With him, whether it was just hanging out, or relaxing, made her happy. He allowed her to forget her horrible past with her drunk father and crappy childhood.

The thought of a possible future, where they were a couple (or even more…) made her VERY happy.

But the only thing holding her back from that future...was her.

Liz and Sally watched MJ walk away with a frown. They both knew that the redhead had been looking to going to the dance with a certain whiskered blonde. And given her reaction and desire to not go any more, something had happened. They looked at one another, holding a conversation with their eyes. They then smiled, coming up with t a plan together at the same time. Nodding, Liz ran after Mary Jane, dragging her off to explore more of the mall...

But not before passing her wallet to Sally, who ran into the store where the dress they were looking at was.

* * *

 ** _Naruto_**

Spider-man sighed in relief as he hid in the shadows of a building roof. For the past hour, he had been in a chase. Yep, he said chase. His game of 'cat and mouse' turned into 'Fangirls and Celebrity'.

One second, he was in the front of the copter chasing him, doing flips and tricks, running on rooftops and between buildings. All the while laughing and telling quicks. _"Why so slow guys? Too many donuts at the office?" "Oops! Missed me boys! Come one, you do can do better!" "There's a nice serving of Spider for you if you win!"_

However, next thing he knew, another copter showed up. Followed by a third one. Then some cars. Soon, he had just about the entire police force on his ass. Everywhere he turned, he had a copter in his face. Not to mention some news cast.

He was lucky to manage to duck out of their eye sight at the last second, cutting off his trail.

Sticking his head out, he looked around for any more helicopters and media. Seeing none, he sighed in relief. _'Maybe I shouldn't be playing with them.'_ He thought, before his lips twitched into a grin. _'But it's so fun messing with them.'_ However, he already knew the headline for tomorrow's Daily Bugle newspaper.

 ** _Spider-Menace terrorized Police Force_**

Scoffing, Spidey stepped out of the shadows. Shooting a web-line, he began swinging. He was about to head in the direction of where he left his bag and clothes in an ally ‒ safely kept in a web at the top of the wall for discloser ‒ when suddenly, something caught his eye. Landing on top of a building, his eyes widened when she saw a familiar figure moving through the tops by long 'legs'.

 _'Otto...'_ He thought, before shaking his head. _'No, Doc Ock.'_ With narrowed eyes, Spider-man shot another web-line, this time swinging in the direction of Doc Ock, keeping a measurable distance away so to not be detected.

He wondered where his now crazy friend was going.

* * *

 ** _TriCorp_**

With reckless abandonment, fueled by his anger and vengeance, Ock bursted through the glass windows. His metal arms struck fast and hard, slamming into a security guard, sending him flying and crashing hard against the wall. With a swipe, another guard was sent flying.

"Ah, TriCorp!" Ock muttered, looking around with a smirk. "What… _fund_ memories this place gives me." As he wondered through past happy memories, thinking back on the wonderful times he had with Rosie, he soon lost it, when he heard a call of his old name.

"Otto?"

Turning, he saw the surprised and confused Ted Twaki approaching him. Otto gave a dark smirk. "Ah, Dr. Twaki. My old _friend._ " He greeted, spitting out the last word.

Ted frowned. "Otto, I thought you were dead! I've heard about what happened to you! To Rosie-" He was cut up as a claw slammed into him, trapping it in a tight press against the wall.

"Do NOT speak her name so formerly!" Otto shouted, glaring at the man. He then wrapped Twaki around the waist, before bringing him closer to him. "Now, last time I've been here, my wife and I had been working on a little project. I'm sure you recall."

And Twaki did remember, as his eyes widened slightly. "The long term power battery."

Ock nodded. "Yes, _my_ "Power Pack" as Rosie called it. MY work. Yet, imagine my surprise when I have discovered that after I left, _you_ took credit for it! My research, my struggle, my work! Fortunately for you, Rosie has gotten me to leave it at the time. _Unfortunately_ for you, _she's not here anymore to protect you_."

Twaki grunted as the hold tightened a bit. "Otto...please."

"I am no longer Otto Octavius, Twaki. I am a new man. I am...Doctor Octopus! And I want my Power Pack!"

Twaki grunted more in pain at the grip. "...It's in R&D, Vault 8!"

Ock smirked. "My my! That _does_ seem to be my lucky number these days." He joked, and tossed Ted away carelessly and headed to the area where what he desired was located.

He did not see a web-line safely catch the airborne Ted.

Making it to the vault, he easily tore it off with his arms. Throwing the large metal door away, he entered, smirking when he saw what he came for. At the center of the room, protected by a glass case, was a small computer ship, as big as a quarter, safely kept on a pedestal. "The Power Pack! Mine and Rosie's second greatest work. With it, my arms will be powered for eternity! And no amount of power can damage them!" Approaching the case, he smashed it open, grabbing the chip, ignoring the alarms. "With this, vengeance in within my grasp!"

"Yoink!"

Out of nowhere, Spider-man appeared, ducking under Ock's arms, hopping across his chest, snatching the small chip, and leaping out of the way to the wall, leaving Ock blinking in confusion at what just happened. His mind restarting, he glared at the red and black costume hero. "Spider-man!"

Spidey gave him a two-finger salute. "Yo, doc! How's it hanging? You know, besides your deadly claws, and your sanity."

"I will not let you get in my way again!" The man roared and shot his arms at the hero.

Pocketing the ship away, Spider-man jumped out of the way. Leaping over a tentacle, he flipped before shooting a web-bullet at Ock, hitting him in the face. "Hah! That's twice now!" He laughed as he flipped over Otto, before swinging out of the room, leaving the roaring Doc Ock, who chased after him.

Back at the lobby, Ted was hiding behind a pillar. For some reason, he didn't have the smart idea to leave the building now occupying a crazed man with metal tentacles coming out of his back.

"Hi!" Ted gave a startled yelp as Spider-man appeared in front of him, hanging upside down from a web. "How are you today? Good? Good! Can't talk much, have a crazed octopus on my ass. What is this?" He asked, talking in a fast pace, before taking out the chip at the end, pointing to it.

Ted gasped at the sight of the chip. "The Power Pack! With it, it gives any machinery the power input to run for decades without any virus and malfunctions!"

Spider-man nodded. "Uh huh! Uh huh! Alright, thanks. You should hide now!" He suggested before jumping up, clinging to an upper ground balcony. Just in time, as an angry Doc Ock appeared.

"SPIDER-MAN!"

"Hey, Doc! Didn't we already have this dance? You know, the company lobby fight at Oscorp? What do you say to a change in setting?" He asked, before swinging away, through the whole Otto made in his entry, said Doctor following him.

 _'So, Eight-Arms needs power for his arms. Looks like my **Venom Blast**_ _did hurt him. Just not to the effect that I wanted. Luckily, his arms are damaged and slow. I just need to play keep away until they shut down. Looks like I'm about to have another game of Cat and Mouse. Only this time, the 'Cat' has deadlier claws than the police."_

For around 5 minutes, the two went around the city, Spider-man swinging between building, making sure to go fast enough so Doc Ock kept up, while the Doctor/Scientist used his metal arms to crawl, run, climb, and jump between building tops and sides, breaking more than a few walls and buildings to use as holds.

Few times, Ock would leap at him, attempting to grab him. However, Spider-man would just flip out of the way, a few times countering with kicks to the face, sending him back. And every time, it would just make Ock angrier.

"I grow tired of these games, arachnid!"

Spidey looked over his shoulder back at the octo-man. "C'mon doc! Where's your sense of joy?"

"I'll feel joy, when you're DEAD!" Ock shouted, and stopping his chase, he looked at a HVAC on top of a building. He wrapped his arms around it, and pulled it off the ground. With a heave, he chucked it at Spider-man.

Thanks to his Spider-sense, Naruto felt it coming, and with a sharp pull, flipped over the metal box. Unfortunately, he soon realized his mistake, when he saw the HVAC falling down to the streets, down on a group of civilians, who screamed in terror. More specifically, on a mother and her young child. "Shit!" Hanging in the air, he shot two web-lines to two low levels on buildings at his sides, his webbing stretching. Yanking, he shot himself down like a sling shot.

Down below, the mother and her baby girl, kneeled down in terror, frozen in fear as the machine fell down on them. Closing her eyes, the mother held her daughter tightly, hoping to protect her from harm. After a minute, and feeling no pain, she slowly opened her eyes. They widened when she saw the HVAC hanging just a few inches from them, as if time just froze. However, she was wrong, when a few second later, she saw webbing clinging to the machine from the back and sides, stopping it in its tracks.

Nearby, squatting on a lamp post, Spider-man sighed in relief. Glad he made it in time. "That could have been messy." He muttered as he watched the mother carry her daughter and run off. Suddenly, Spider-man was hit from the side, sending him flying and crashing through a window of a shop. Groaning, Naruto opened his eyes, and saw an elderly couple ‒ no doubt the owners of the shop ‒ looking down at him in shock and confusion. He chuckled sheepishly. "Um...sorry about the mess." He apologized, before he got up. Looking out the store, he spotted Doctor Octopus standing across of him.

"Hand me the Power Pack, Spider-man! Or we will test how many lives you can save!" Doc hollered.

Narrowing his eyes, Spidey hopped out of the damaged shop, standing across from the man. Taking out the chip, he held it up to view. "You want this chip, Otto? Come and get it!" He said, putting it back securely in his pocket.

Growling in anger, Ock sent his metal tentacles at the spider. Readying himself, Spider-man dodged a claw, before placing his hand on it. Pushing himself up, he stood on his arm upside down, dodging another claw. Pushing himself into the air, he leaped up as two claws chased after him. Flipping himself upright, he kicked a claw away, before shooting a web-bullet at the other, covering the claw in a cocoon. Grabbing it, he flipped himself up and over it, before planting his feet on the wrist, and began to literally run down the length of it like a surface.

Ock, seeing Spider-man running toward him using his own tentacle, tried to shake him off. Unfortunately, it didn't work, as he stuck to the metal like a magnet. Switching tactics, he had his other arms shoot at the teen. Sensing them with his spider-sense, Spider-man began to jump and leap over and under the claws, still keeping his running at the Doc. Growing slightly desperate, Ock began to throw any nearby objects at the Spider.

But like before, he dodged them, leaping over a mail box, before he shot a web-line at it, catching it. Like a yo-yo, he gripped the line, and swung it at Ock, close enough to where the man was unguarded, his claws out of range.

Seeing this, his eyes widening, Ock had his claws slam into the ground, and push off. The force of the push sent his body jumping backwards, away from the range of the swinging mail box. Unfortunately for him, he had left himself open in the air.

A web-line clung to his chest, and he was pulled forward, right into Spider-man's fist. His head snapping back from the punch, he was assaulted by flying punches from the red and black hero, whose feet clung to his chest thanks to his 'stick-em' powers.

Naruto didn't want to fight his old friend ‒ even though he was no longer the man he once knew ‒ longer than he had to, so he wanted to knock him out fast. So, throwing punches in high strength ‒ not enough to shatter bones, but enough to daze someone ‒ he attacked his old friend's face. Once he thought it was enough, he pulled back his arm, fingers spread, red static visible as he prepared to use his _Venom Blast_ and finish this.

Unfortunately, Ock had other plans. Gaining enough strength to push pass his dazed state, Oct caught the arm by the wrist with a claw that sneaked behind Spider-man. "Not this time." He muttered enough for Spider-man to hear, before throwing him off him and high into the building behind him.

Spider-man gave a surprised yelp as he flew, the force behind the throw was strong. Looking over his shoulder, he saw he was coming in fast at the building. Thinking fast, he flipped over, and landed feet first on the building. The side cracked a bit from the impact and force, but continue to hold strong.

He looked down at Ock, only for his eyes to widened when he saw a **car** , more specifically a _taxi_ , flying toward him; no doubt thrown by the octopus man. Acting quickly before the vehicle could crash into the building and hurt those inside, he jumped at it. Leaping over the vehicle, he flipped upside down, and shot two lines at it. With the lines secure, he flipped over, and with his strength, yanked it over his shoulder. "Next stop, KO Avenue!"

Otto's eyes widened in surprises as the car flew back at him. Sending his arms out, he grabbed vehicle. However, he was unable to stop the force, and so, was pushed back hard and crashed into the wall behind him. Spider-man watched on, clinging to the side of the building on his hands and feet like a spider, watching the car. Wondering if that did it.

Hopes of the man being unconscious were thrown away, as the car was sent flying, Ock climbing out of the ruble made by the impact with an angry snarl.

 _'This is going to be a long day.'_ Naruto thought as Ock leaped up at him, the power of his metal arms pushing him off the ground with a high force to push his body upward. He leaped at Spider-man, who quickly back flipped out of the way as Doctor Octopus landed, his claws clinging to the side. "You don't need to do this!" Spider-man said, a lingering hope to get through to the man.

"Actually, I do!" Ock retorted before sending a claw at Spider-man, who jumped out of the way. Back-flipping to put some distance, he shot web-bullets at Ock, he used his tentacle to block the bolts before sending another one out. Flipping back on his hands, Spidey kicked the claw away before dropping down on the man. Slamming his feet down on him, Ock lost his hold on the building, and began to fall back. As the two fell, they were punching one another with their fists or claws.

Ock tried to get a claw to catch a hold, but it only broke a brick out of the wall. Luckily, another claw tried again, and managed to grab on. The two swung and broke right through the window of an office, shocking the occupant inside with a scream as the two fell to the floor, punching one another.

As Spider-man pounded into Ock's face, he was suddenly grabbed by the head by a claw that sneaked up behind him. The other claws grabbed a hold on him, and Ock began to slamming him around into the walls, or the bookshelf on the side. As Spider-man tried to shake off the fog in his eyes, Otto threw him hard out the window. However, Spider-man, as he was flying, shot a web-line at Ock, and grabbed him, and as such, took him along.

In the air, the two continue their round of fists ‒ Spider-man punching with two fists, and Ock with two hands along with four metal claws ‒ the former's advantage being his Spider-sense. Moving his head to the side, dodging a claw, Spider-man saw that the two were fast approaching the ground. Quickly, he shot a web-line to a building, and keeping a hold on Ock, swung the two away from the ground.

However, Ock either ignored or didn't care for the help from major damage, as he continued to fight with his foe. Spider-man tried to keep a grasp on his line, while using his other hand to push back a claw trying to grab his face.

Suddenly, another claw shot out a blade, having been modified by Otto, and cut the line. Spider-man gave a shout of surprise as the two began to fall. Luckily, or not in some ways, the two were right over the Local and Express train rails. And coincidently, the subway train appeared at that moment, making the two crash onto the top. They rolled across the cart, surprising the people inside with shouts as heavy dents formed on the ceiling. They soon managed to stop their rolls, Ock grabbing the metal with his claw and Spider-man grabbing a gap. The two held on from the train's high speed and wind pressure.

Spider-man got up, just as Otto did with an angry growl, adjusted to the speed. He was getting tired of this pest! He sent a claw to stab at him, to which Spider-man jumped over. He shot two web-lines at Otto, who shielded himself with his tentacles. The webbing hit the claws, and while still connected, Otto snapped his arms behind him, thus bringing Spider-man to him.

Spidey was surprised at the yank, and proved it with a shout, but quickly countered as he flipped over, and slammed his feet on Otto. Back-flipping, Spider-man threw a high side kick, which Otto blocked with a tentacle. However, Spidey continued his momentum as he threw another kick with his other foot, this time striking the man across the face.

Growling in anger, Ock retaliated by swinging a tentacle at Spider-man, who ducked by bending his back low at a humanly impossible angle, the tentacle swiping over him. Getting up, he grabbed the stretched arm, and keeping a tight grip on it, pulled. Otto's eyes widened as he was pulled from his spot, and with a grunt, Spider-man tossed him over his shoulder, and hammer slammed him down on the train, making it shake and the people inside scream.

Letting go, Spider-man turned around, and quickly dropped down low, the same with Otto, as the train traveled under a raised passage walkway, leaving only a small gap in-between.

Once out, Ock got up and send a tentacle that sailed over Spider-man. As it sailed over him, he grabbed it, and as it pulled back, he went with it and caught Ock with a surprise foot to the face, making him fall on his back. However, just because the man was pushed down, didn't mean his arms were distracted, as two grabbed Naruto by the legs, and began to slam him down hard. The teen gritted his teeth from the hard impact on his back, nearly breaking his spine, before he was hurled through the air.

Shaking his head, he looked ahead of him, and saw that he was quickly approaching another high walkway with closed sides. Tucking his arms straight to the sides, he tilted his body, and miraculously passed through a thin diagonal gap, passing by the surprised people, and flying out the other side. Flying out, he flew fast at the surprised Otto, the train passing under the bridge quickly, and slammed a fist to his face, cracking his goggles. Slamming down hard on the train, they fell over the side, but quickly grabbed hold and stuck to the side by feet or claws.

Those inside watched on in surprise at the two battling opponents. Fists and claws flying through the air as they fought like madmen on the moving train. Passing by a resting station, the people had to quickly move back to make space as the two fighters sailed in a fast speed through. Spider-man and Doctor Octopus ignored them, along with everything else, merely focusing on the other. One fighting to stop the man he once called a friend; the other fueled by anger to get rid of this pest constantly getting in his way, and retrieve his price.

As Spider-man dodged a claw swipe aimed for his head, he was unprepared for a tentacle to grab his leg by the ankle, and began to swing him around, slamming against the side of the train, shattering windows. Slamming hard, it pushed Spidey through the door, and inside, making everyone shout.

Grabbing a pole, the web-slinger held on tightly, preventing the claw from pulling him, which soon let got. Holding on sideways to the pole, Spider-man jumped to the other one, bypassing the passengers. "S'cuse me! Pardon me! Sorry!" He apologized quickly, before jumping through a window, shattering it as he returned to the outer exterior of the train.

Once more matching gazes with Ock, he shot at him. Pushing his hands on the surface and flipping frontward, he threw a kick, which Otto blocked with his metal limb, before dodging a thrown fist. Moving back, Spider-man shot a web-line, that was intercepted by a claw. The line clung to it, Otto moved the connected claw toward the tracks, bending Spider-man toward it by the line. "Gah!" He shouted, taken by surprise. He shot another line at the train, holding on to that end tightly and trying not to get pushed off the train. In the meantime, Ock moved away from the side to the top. Confused by the action at first, Naruto made to cut the other line and follow, when suddenly his spider-senses blazed. Turning his head, his eyes widened, before he pressed his back tightly to the side, as another train coming from the opposite track shot passed them. He pushed his body against the side hard, trying to keep a hold and not get pushed off by the wind pressure.

Everyone inside looked on in surprise, moving a bit back from the clinging man. When the train passed, Spidey let out a sigh of relief, before crawling to the top. He looked around for Ock, but couldn't see him anywhere. He narrowed his eyes, looking around, before wincing. Looking down at his side, he saw a large cut. Pressing a hand on it as blood came out, he took a moment to rest from the tough battle. _'I better stop Ock quickly, or else we'll be fighting all over the city.'_ He thought. Looking at the wound, he sprayed it with a sheet of webbing to cover the gash. _'That should hold it for a while, while it heals.'_ He thought as he began to look for the mad scientist. He moved to the side of the train, looking down, where he saw one of Doc Ock's claws ducking under the train. Narrowing his eyes, he followed, crawling over the side windows, making the people jump. Looking inside, Naruto's eyes widened when he saw Doc Ock appear on the other side. The man smirking, he shot a claw through the through, which struck Spider-man across the face. The surprise hit sent him falling off the train, down to the roads bellow. "Ah shit!" He cursed as he hit the road. Gritting his teeth at landing on his side, feeling and hearing a _snap!_ he ignored it and recovered. He shot a web-line at the train as he continued to move away from him. The line snapping in place, he was pulled allowed. However, he saw he was in the opposite street, cars heading his way. Quickly, he shot another line at the buildings, ignoring the pain in his possibly broken arm. Using the lines, he began to slide across the road, directing his position like a puppeteer, sliding left and right between cars. With a tug, he launched himself into the air, where he zipped toward the train. Landing, on the train, he looked across at Ock, who stood at the front cart, glaring at him.

Taking a moment, he looked down at his right arm, which hanged limp at his side, dislocated. Taking a deep breath, he grabbed his shoulder, and relaxing his breathing, _pushed_.

 ** _POP!_**

"Argh!" Gritting his teeth hard, he muffled a scream, a shock of pain coursing through him as he popped his shoulder back in place. He clenched his eyes, holding in tears of pain. After all he just went through, this was nothing in comparison. Letting out a shaky breath, he looked up at Ock.

Ock gritted his teeth in anger. This pest was getting on his last nerves. Raising two metal arms, they shot out to the sides and broke through the windows at the sides. The claws grabbed two people, making them scream in shock and terror as they were pulled out.

Spider-man's eyes widened when he saw the hostages. "No!"

"You've stuck your webs into my business for the last time Spider-man! Time to test just how much of a hero you truly are! Hand me the Power Pack, or these people pay for your interruption with their lives!" Ock shouted, holding the hostages, a man and a woman, up into the air.

"Don't do it, Octavius!" Naruto shouted at him. His hope that the man he once knew was wavering at the sight of him holding two hostages ‒ two _lives_ ‒ at stake, all for _revenge_.

Otto grinned darkly. "It is time to choose!" He then threw the woman over the train.

"No!" Spider-man shouted, and jumped off, shooting a web-line at a building. Swinging fast, he caught the woman. "It's alright." He told her, before he threw her into the air, making her shriek. He shot an impact web-bullet under her, which exploded into a large spider-web which she landed on. Ock then threw the man, which Spider-man repeated and caught and landed him in a web. "This ends now, Ock." He muttered, narrowing his eyes as he swung after the train.

This action only finalized the idea that the man he knew, Otto Octavius, was no more. To be willing to harm a life? To go so far for his revenge? He made up his mind...

He needed to stop Doctor Octopus, before any more innocents got hurt.

Zooming over the train, he shot two lines at buildings on either side. Pushing his body back, he pulled hard, and shot like a slingshot over the train, flying fast through the air, and came crashing down on Ock. Slamming his feet down, sending the man crashing hard on the floor, Spider-man began to punch him over and over again. Pulling back a punch, he was about to send it, when his wrist was caught by a claw. Pulled, he was wacked against the train like a pillow. With an angry shout, Ock slammed him down hard, making Naruto gasp from the impact. He tried to get up, only for his wrists to be grabbed by claws and held down tightly. He struggled, but the hold was too strong, even for him. Glaring down at him, Otto lifted up a claw, and brought out a blade. "I could kill you right now." He said down to the struggling hero. "Luckily for you, I have a schedule to keep." With the blade, he cut open the jacket, intentionally also cutting his chest, making Spider-man shout in pain as blood released from the wound. The sudden and sharp tear of the jacket sent the Power Pack chip flying into the air, which was caught by Otto. The man smirked victorious as he held his price to his face. He smirked down at Spider-man as he pocketed the chip. "Love to stay and finish you off, _hero..._ " One of his tentacles shot down and bursted through the window of the cockpit of the train, striking the engineer in the face and sending him to the ground. Grabbing the speed lever, the claw pushed it to its fullest speed, making it go to its fastest speed, going 80 miles. The sudden speed sending all the passengers back, shouting in shock. With a tug, the lever was ripped off. "But you have a train to catch." He finished, letting Spider-man go as he backed off. Tossing the lever to the hero, Ock smirked at him, before he jumped off the train, catching a side of a building, and scaling away. He had won today.

Looking down at the lever in his hands, Naruto's eyes widened behind his mask. "Oh shit!" Hearing a scream, he quickly moved to the front of the train, and peered into the driver's room. He saw the engineer back on his feet and trying desperately to stop the runaway train, pressing buttons left and right, to no avail.

Seeing Spider-man, the engineer shouted. "I can't stop it! The breaks are gone!" People, who were in the room, were in a panic, shouting and screaming.

Suddenly, his spider-senses activated, and at that moment, the controls exploded in a shower of sparks and electricity. Spider-man gave a shout of surprise, his face taking damage by being the closest to the range. Snapping his head back, he covered his face. Taking his hand away, it showed the damage. His goggles were broken, the band snapped and right lens shattered. They hang loosely by his neck, displaying his blue eyes. The right side of his mask had large tears on it, some of his blonde hair showing coming out. The right eye hole of the mask had a rip going down, a barely view of his top whisker mark, as well as some cuts from the explosion, but those healed quickly. He shook his head, slightly dazed from the explosion.

 _"WhaFt…hApft…djert…"_

He narrowed his eyes when he hears his voice glitch and static. Reaching under his mask, he tore off his voice changer. Looking at it, he saw it spark, no doubt short circuited by that blast. Actually, he was surprised it lasted this long, with all he's been through. "Great, just great. Another thing to fix later." He muttered, with his voice uncloaked, now everyone could hear his young, but slightly deep, voice.

Just then, his eyes widened, and everything froze. His spider-senses were going critical. A large, epic danger was coming, making his adrenaline go hyper. In his eyes, his pupils shrinking, as his vision extended. He saw it. Up ahead...

The end of the track. No more visible, only an open gap over streets and road. A barricade set up to stop a train, not that it would do much at the speed it was going.

"Oh shit!"

He moved to the front of the train, clinging to the face, with the cockpit filled with scared passengers.

"It's Spider-man!" Someone stated, a hopeful tone in their voice.

"Oh my god!"

Spider-man looked at them over his shoulder. "Tell everyone to hand on! This is going to be rough!"

The engineer nodded and looked back at the passengers. "Everyone grab onto something!"

Spider-man looked around, his brain working overtime as he tried to figure out a solution. _'Think Parker, think! You have a train that is running 80 miles, no brakes, and a dead end coming up in 15 seconds. We've passed the turning point, so its straight from here on out.'_ He looked down at the speeding tracks. _'No way I can stop this whole thing by myself. The speed is too much for friction, especially by one person, enhanced strength or not.'_ He looked at the buildings passing by in a blur. He then looked down at his web-shooters. An idea came to him, but it was tricky. _'According to OsCorp, these artificially engineered webs are stronger than steel, and can hold up to 500 tons. Time to test that theory and evolve it.'_ Aiming his arms at both sides, he began to shoot strings of web, which clung to the buildings. Immediately, he was pulled back harshly, making the metal front bend. He gritted his teeth, as the pulls was more than he expected. He felt like his arms were about to be torn form his body! Gritting his teeth, he prayed that this plan worked. Unfortunately, it was not to be. While the webbing was strong, they could not hold under the strength of the train, combined by its incredible acceleration, and snapped. With the pull gone, Naruto was sent forward, but luckily his feet held on to the surface, while the passengers gasped. Eyes widening when he saw he was inches from the speeding tracks, he grunted and pulled himself back. Sighing in relief, he tried to come up with another plan. _'Ok, the webbing was strong, but not enough...but what about if the quantity was increase?'_ Nodding at the plan, as he had nothing else, he once again shot webbing at the sides. But this time, he shot again...

And again...

And again!

Strings of webbing shot out and grasped the building sides again and again, until what looked like a large network of lines all meeting at the front of the train.

His head slamming into the metal, Naruto closed his eyes, his teeth clenched so hard, he feared they cracked, as the earlier pull was increased dramatically. "ARGH!" He screamed, feeling an incredible pain, as his arms were surely dislocated, being pulled hard by the strings. The front of the train shattered, as his body was pushed deeper into it, making the people jump and gasp. He continued to scream, as his very skin tore, along with his suit. His earlier wound in his side got reopened. "Come one! Come on!" He shouted as the end of the track got closer and closer. He prayed to any god, to the spirits, to the Lord of Ramen, that this worked! "COME ON!" He shouted. His eyes flashed crimson red, his whisker marks bolded, and nail already digging into his skin, dug ever deeper, spilling blood. "COME ON, DAMNIT!" Unknown to him, a faint, small amount of what looked like _red energy_ flickered around his form like flames.

Deep within his mind, Kyuubi sensed what was happening, and growled in annoyance. It would seem the brat was unconsciously calling on his energy, even if just a miniscule amount. Kyuubi then scoffed, laying its head back down. It would allow the brat to use his _chakra_ this **one** time, if only because he entertained it enough with his battle against the eight armed man. It closed its eyes, to go back to sleep. **"Continue to entertain me, _Spider-man_."**

The red energy, traveled from his body, and wrapped around the spider-silk. Strengthening their hold and strength, if but temporarily, as the energy slowly began to dissolve them quicker than normally. The large wound on his chest, began to steam, cells multiplying rapidly and skin knitting back together. In second, it was completely healed. No scars, no scabs, no marks. Just completely healed skin.

But none of this Naruto noticed, or cared. All that matter was stopping the train, and saving the people inside!

Just then, one of the passengers noticed something. "We're slowing down!" True enough, the train was finally beginning to feel the opposite pull of the webs, its speed decreasing. They just hoped it stopped fast enough before they hit the blockade.

The webs were beginning to snap, the red energy burning them to nothing one by one.

Gritting his teeth in effort, Naruto gave one last yell as he tried to hold on tightly, trying to pull the train backwards as they neared the stop. While the speed was reducing, the train was still too fast, and hit the stopper. In a shower of concrete, they bursted through. But Naruto would not give up, as he gave it his all to pull the train back. Down below, people shouted and ran as pieces of the end of the track rained down on them, smashing down on cars and the road. A third of the front cart was hanging over the edge, making people inside scream in fear as they tumbled over their feet.

"AAARRRGGGH!" Naruto gave a defiant roar as he continued to press on. Soon, the train began to slow down, before finally coming to a stop with a mechanical groan, just as the last part of the final cart was about to near the edge and fall.

The final web-lines snapping, Spider-man panted heavily in exhaustion, his arms falling to his sides, pulsing in pain from being pulled to their limit. _'That...was...rough!'_ He thought in extreme exhaustion. He never recalled being this tired before, it was new for him and his incredible stamina.

Sighing, he began to slowly and carefully crawl over the side of the train, ignoring his pulsing arms and their screams of pain. He had a job to finish. Landing on the ground, he walked over to the steel doors. Grabbing them, he tore them off easily. He was too tired to restrain his full strength. Slowly stepping inside, he looked around at the silent passengers, all of them staring at him in show and awe.

"Everyone alright?" He asked, panting a bit. He was really tired right now. He got nods and positive murmurs. "Great! Well..." Stepping to the side, he gestured to the open doorway. "Please, depart in an orderly fashion. And I hope you've enjoyed your new traveling, New York style experience. And if you'll excuse me..." He sat down on an empty seat beside the door. "I need to rest."

"Mr. Spider-man?"

"Hm?" Looking up, he saw two young boys nervously walking towards him. He gave them a soft smile, that that it was visible except for the crinkling of his mask. "Hey, what's up?" He asked lowly, his usually energetic tone replaced with a tired one.

"Thank you for saving us."

"You're our hero."

Naruto's visible blue eyes widened in surprise. Yes, he had been thanked before, by the people he helped or saved (as well as cursed, called a freak, and other things), but to be thanked personally?

It felt different.

It felt **great**!

It made him feel like a _real, true_ hero.

Looking around, he saw everyone smiling at him, nodding in agreement with the two boys. He looked at a woman, who was holding an infact. Her eyes displayed great gratitude.

All their eyes shared the share message.

 _Thanks you, Spider-man._

He was silent for a bit, before smiling widely, his eyes closed to hide his great happiness. He chuckled. "Hehe! Just doing my job as your Friendly Neighborhood Spider-man!"

* * *

 ** _Night ‒ Parker Residence_**

After what felt like one of the _longest days of his life_ , Naruto returned home. After getting a moment to rest, and regaining some of his strength back, he continued his life as Naruto Parker, and went to ESU Labs to work. However, it had been painfully obvious to Connors, his wife, and Debra, that he was tired with his sluggish work. When asked, he told them a lie on how he was working with the Bugle to take pictures on the events of Doctor Octopus, and had also been called by the police to be questioned his relationship with the man, given that he was there on the night of the accident and had been said to interact with Octavius and his wife. Not to mention being in Oscorp when Octopus attacked it.

Luckily they bought the excuse, as it did sound quite the tiring chain of event.

As per their agreement, Naruto was allowed to leave early, which he was happy for, looking for the chance to rest after that fierce battle.

He decided to take it easy, and walked home. As he walked down the street on his block to his house, he looked at his phone, where he saw at least dozens of messages from MJ. It had only taken an hour after he saved the train, for the place to be surrounded by the media. Within minutes, and dozens of interviews, everyone and their mother knew about the battle between Spider-man and Doctor Octopus on top of the train, as well as how Spider-man saved the people on the train and stopped it from crashing. No doubt Mary Jane was immensely worried about him.

Not that he didn't appreciate it.

He then glanced at his bag, which held his torn and damaged suit. "The thing's completely busted." He muttered. That last fight had torn the suit past its limit. Won't MJ be happy? _'Though, I think the suit's the last thing on her mind.'_ He thought.

He sighed, running a hand through his hair as he made it to his home. He had such a crazy day. Who else could say they stopped a train with their bare hands?

"Though I'm pretty sure J.J.J. will find a way to make it look like I caused the train to nearly crash on purpose. Saying I was "only making myself look like a hero to increase his undeserved reputation!" Asshole." He muttered, scoffing as he climbed up the steps. "Whatever, Jonah can kiss me toned a-" He entered the house, and met with the smiling face of his aunt, making him cut off from finishing his sentence.

"Naruto, welcome home honey!" She greeter. Forgetting what he was about to say, Naruto smiled at his aunt as he closed the door. Taking off his shoes, he walked toward her and kissed her cheek.

"Hey, Aunt May. Hope your day was better than mine." He said before walking into the kitchen.

"It was fine, dear." He heard May respond behind him, making him smile. Opening a cupboard, he took out a cup of instant ramen. After the day he had, he deserved the ramen-y goodness! Getting a tea pot, he put water in it as he turned on the stove. When it got hot, he placed the pot on it. He sighed as he waited ‒ damn 3 minutes, he was hungry! ‒ while leaning against the wall beside the entrance. He turned his head and looked out at his aunt who started to talk. "I heard that there's going to be a game at you school. You going?"

"Actually, I'm feeling kind of tired. Thought I turn in early." He told her. He didn't need superpowers to know that Aunt May had a worried frown on her face.

"Oh? Is everything alright, dear? Do you feel sick?" He smiled at the worried tone in her voice. After he lost his mother, his aunt seemed to fill in the role. She practically raised him. Took care of him. Made sure he was wealthy. He could proudly say he wouldn't be the man he was today, if it wasn't for her and Uncle Ben.

Didn't mean he didn't miss his real mother ‒ Mary Parker, as he didn't know much about his biological mother to get a feeling of her ‒ but he didn't mope around in sadness.

"I'm fine, Aunt May. Just worked a bit hard today. Broke into sweats and all." _'And a few bones.'_ He thought the last part, obviously, massaging his still aching arms.

"Okay dear, you take a good rest. And please try not to work harder than you can. I don't want you stressing yourself out." May told him, making him chuckle.

"I promise, aunt May." He said, just as the kettle whistled, making him smile. Ramen time!

After delightfully eating his ramen, Naruto kissed his aunt on the cheek, went upstairs, and promptly fell down on his bed. Out like a light!

 _'What a day!'_

* * *

 **{End of chapter!...Nah! I'm just kidding, I'm finishing this trilogy! Your welcome!}**

* * *

 ** _Next Day ‒ Midtown High_**

"Sorry I couldn't make to the game, guys." Naruto apologized, rubbing the back of his head sheepishly. Harry chuckled and shook his head, dismissing the apology with a wave.

"It's alright bro. You didn't miss much. Flash won out the game at the end 30-28 _(I don't understand sports, anime and comic guy here! XD)_ and relished in the cheers like he always down."

MJ nodded. "Yeah Whiskers. The only thing you missed was nearly getting your eardrums bursted by how loud everyone was." Naruto winced at that. He couldn't stand loud placed, most of all sport stadiums, filled with yelling people. He always got a headache from loud places. Even before he got his powers, his hearing was sharper than others, as well as sensitive to loud noises. After his powers, all his natural senses were heightened to a ten. Now, if he went to a sports event, he feared his brain would melt. He enjoyed movie theaters and libraries the most, mostly because they were quiet. He recalled the fun time he and his parents, and later Aunt May and Uncle Ben and him would go to the movies, or when he would go with his dad to his lab and look at all the cool stuff.

He shook his head, no time for walking down memory lane. He looked at Harry when the brunette started talking. "Hey, you guys saw the news? Apparently Spider-man was fighting Otto yesterday, and there was an accident with a train, and was going out of control. And get this, Spider-man stopped it by itself! How awesome was that?! The train was nearly flying over the edge, and he stopped it himself! Though the front was trashed." He said, a grin on his face.

Mary Jane didn't share his enthusiasm, frowning. "Maybe, but that was also incredibly dangerous!" She said, looking at Naruto. The blonde just gave her a small smile, telling her that he was alright. It didn't do anything to smooth her worry. Mary Jane had lately been regretting getting her friend/crush to become a superhero, the reality of such a thing hitting her.

Her friend could die!

As proven by the times she saw him come back after a battle with that old bird man, those Enforcer mercenary guys, and now a ranging mad Doctor.

 _What was she thinking?!_ God, how she wanted to slam her head against the wall for her stupidity! What if something happened to him?! What if he got hurt badly?! What if he **died**?! That last thought making her heart clench.

Harry shrugged. "Well, maybe. But the guy saved dozens of lives. Maybe hundreds. Guy's awesome in my book!"

Naruto smiled, glad to hear that. He then winced a bit, placing a hand on his side after making sure the two didn't see him. While he had healed overnight, it didn't take away muscle pains. When he woke up in the morning, his whole body hurt and ached like hell! He could barely move his arms, his chest throbbed, and just about every muscle and bone in his body screamed in pain.

Only reason he wasn't at home, was due to taking a _humanly unhealthy_ amount of pain pills. (He practically swallowed the whole bottle!) He didn't want Aunt May to get worried, so he quickly left the house early and headed to school ‒ making a stop at the pharmacy store to get more pills. _'Ock really messed me up yesterday.'_ He thought as he held his side, as the pain soon left.

Sighing in relief, he looked back at his friends, only to meet with the confused look on Harry's face, and great worried expression on MJ's. He chuckled nervously. "Um, so you guys excited for Coney Island tonight?" He asked, hoping to move things along.

MJ frowned at the obvious attempt to change the subject, but nodded either way. She'll corner him later on.

Harry nodded, a sigh of relief escaping his lips. "Yeah. I'm really looking to put all the craziness that happened this month behind me." Naruto agreed to that. In a month, a lot of things happened. He met Otto and Rosie, went to the show of their new machine where things went wild and someone died. Otto went to a coma, where he later awoke from but was crazy with revenge from Rosie's death. He attacked Oscorp, and he (Naruto) had to fight him, only for the man to escape. He then ran into the man again, attacking another company, had to keep a device from him that would no doubt make him stronger and ever more dangerous. And finally, had to stop a runaway train, nearly tearing himself in halve.

 _The life of being Spider-man..._

"Yeah, I am actually looking for a night of fun." Naruto muttered, rubbing the back of his neck to work out the kinks. He planned to take some time off from being Spider-man, to relax a bit...after he stopped Otto before he could hurt anyone else again.

So Coney Island, stop Ock, and rest.

Solid plan...

* * *

 ** _With Doctor Octopus ‒ Secret Location_**

With a victorious smirk, Otto handed the Power chip to one of his claws, which moved to his back. With his mind connected with his arms, it knew where to work at. And so, it inserted the chip at a small hidden opening on his metal spine. Instantly, Otto noticed an instant change, as he felt stronger, more energized, while the lights on his claws glowed brightly. "Excellent! With the Power Pack, the energy in my arms will never end, and no form of electrical energy can damage them!" He smirked. "Meaning that whatever form of electrical ability that retched arachnid did the first time will not work again!"

Moving on, Otto moved and stood in front of a shattered window, gazing out at the city. "Still, Osborn must pay! And I think I know just how to do it." He grinned darkly. "Osborn has taken my wife from me. Let's see how he likes it when I take his son!"

* * *

 ** _Later that Afternoon ‒ Coney Island Amusement Park_**

Naruto let a soft smile cross his face as he walked around the park, Mary Jane by his side as they looked around. Harry had left them a bit while ago, saying he was going to get some snacks, and would meet them in front of the Ferris Wheel. Since then, MJ had been dragging the blonde around, having him play some games, and win her prizes.

All thanks to her precious weapon: The Pout.

Fear it, for it should be.

And so, with a large chicken tucked under her arm, and her other arm wrapped around his own, she pulled him around with a smile. While unofficial, she liked to think of this as a _date_ , which made her giddy.

Now, if she could just FINALLY confess, it will make it all the much better. And she WAS! NO more waiting! No more distractions! No more interruptions! She was going to tell Naruto! And she had the perfect plan. She would take him to the Ferris Wheel, and when they were alone, she would tell him.

She would finally confess, and she won't fail! She was Mary Jane Watson, after all!

"Nary! MJ!"

Stopping at the call of their name, they turned and smiled when they say Liz running toward them with a wave and smile. They smiled back at her as she stopped in front of them. "Hey, Liz." Naruto greeted.

"Where's Flash? I thought he'd be with you." MJ asked, not seeing the blonde quarterback anywhere. Liz lost her smile, but it quickly came back.

"He and the others went off somewhere, something about a "Hot Dog Eating Contest" or something." She shrugged. She didn't understand, not cared about something like that. Sounded lame. She suddenly then grabbed Naruto by the arm, wrapping her arms around him as she pulled him to her, surprising him and Mary Jane. "MJ, mind if I burrow Nary for a bit?"

MJ blinked, not sure what to say. "I...uh..."

Liz didn't wait for a respond as she began to drag Naruto away. "Kay, thanks!" She called back.

"Wah! Liz, what a minute!" Naruto said, caught off guard by the sudden pull.

"Liz! Hold up a sec-" But it was too late, as the two were out of ear shot. She stood there, her hand out, before she lowered it, frowning.

Okay...so her plan will need to wait a bit more. Crossing her arms, she pouted. She knew Liz had a thing for Naruto, and hoped nothing _special_ happened to ruin her chance.

Sighing, she walked off to look for Harry. Guy better had bought some snacks.

* * *

Like his redhead friend, the brunette girl dragged Naruto all over the amusement park, not that he minded much as they had fun. They went into a spooky ride, where Liz was jumping whenever something spooked her, and buried her face into his shoulder. He calmed her down by wrapping an arm around her shoulder.

They then had fun racing each other with carnival games, like shooting water into balloons, racing to be the first to pop them. He won, but barely. Girl had some skills! He still got her a toy squid (or octopus?) wearing a sailor suit, that shot water out of its pipe. Which she then used to playfully squirt him...cute girl.

The sun was beginning to set as they walked around. Naruto bought them a cone of cotton candy to share. Unfortunately, he had the embarrassing situation of having his piece stick to his hand, and not because it was sticky. Stupid Stick-em powers! Good candy though. Liz found that funny, thinking it was the cotton candy, as she giggled.

"Liz!"

Looking ahead, they saw Flash, along with Randy, Sally, and Kong coming their way. Flash got to them first, looking at Liz. "Where you'd been? We've been looking all over for you." He told her, though he didn't sound worried. He then looked at Naruto, and narrowed his eyes. "What cha doing with my girl, Parker?" He demanded.

Naruto rolled his eyes. "Cool it, _Eugene_." He said, getting a growl from the jock. "Liz and I were just hanging out. No big." Flash kept his glare on him for a bit more, before scoffing and turned away.

"C'mon Liz, we were going to try some of the rides." He gestured to follow as he and his group began to walk away. Liz frowned, and sighed. She turned to Naruto, giving him a sad smile.

"Um...thanks for the fun, Nary. And thanks for winning me this prize" She said, hugging the toy squid to her chest tightly, smiling at the blonde.

Naruto gave her a smile. "No prob, Liz. It was fun. We should do this again sometime." He offered.

Liz's smile grew big, as her cheeks burned, as she nodded happily. "Totally! See ya, around!" She waved at him before she ran off to catch up with the others. Waving after her, Naruto stood alone.

Letting out a burst of air from his lips, he wondered what else he should do. _'Maybe I should go find Harry and MJ. Think she said something about meeting at the Ferris Wheel.'_ Nodding at the plan, he turned to head in the direction.

Walking around for a while, he soon spotted the two he was looking for, sitting on a bench, some snacks in their arms. Walking toward them, he took some gummy bears Harry offered him. "So, where to next?" He asked.

"What about the Ferris Wheel?" Mary Jane offered, pointing over her shoulder at the ride. She tried to hide her nervousness when Naruto looked at it. She then grew excited when the blonde shrugged and nodded. Harry smirked.

"A great place to nap! Think they'll let me stay up in the air for an hour if I tip them?" He asked, half joking. It really was a great place to relax, and enjoy the view. Naruto chuckled at him.

"Maybe." He responded, grabbing a chocolate bar from the brunette. The three then began to walk over the large wheel. "So, a cart for all three?" He asked. Harry then spoke up.

"Actually, I think I'll skip this and go check out that roller coaster. You two have fun." With a wave, Harry walked off. He saw the look in the redhead's eyes, and seemed to know what she was planning.

 _'It's about time.'_ He thought with a smirk.

Watching after him, MJ felt a great sense of excitement. Yes, now it her and Naruto! Alone! No one to interrupt her!

Thank you Harry!

"Why don't we get a cart for just us, Naruto? I wanted to…talk with you about something _._ " She said, lowering her face down a bit to hide her nervous expression. This was it!

Naruto blinked at her, confused on what she wanted to talk about, but nodded either way. "Sure, MJ."

Soon, the two got in a cart, and were lifted up into the air. When it stopped, the two friends looked upon the breathtaking view of the night sky and light sprinkled ocean. They faced away from the city, which they were glad for, as the wheel only made it to the waist of the tall buildings. The addition of the bright full moon only made the scene more romantic, at least in MJ's opinion. Glancing at the blonde, she smiled softly when she saw him look so relaxed. That was a first, considering all that's been happening especially his emotional burst when dealing with Otto. It was great to see him at peace, and she hoped it would last a long while.

The happiness in her hearts soon faded, and replaced with a great sense of nervousness that made her turn her gaze to her lap, and fiddler her fingers.

She was going to do it! She was finally going to tell Naruto how she felt! If she could calm her nervous. _'Come on Watson, you rehearsed this so many times! You know just what to say...though I guess doing it in your imagination is nothing compared to doing it for real.'_ She took a deep breath, trying to calm her nerves, as well as her rapidly beating heart. She felt so nervous, many scenarios going through her mind on what could happen.

What if he rejected her? What if he didn't feel the same? What if it made things awkward for them and ruined their friendship? That was the last thing she wanted, ruin what she had with Naruto.

What should she do?

Take a leap of faith on something she wished for? Or let things alone and keep what she had?

What should she do?!

She glanced at the whiskered blonde, biting her lip. Looking down at her hands, she nodded.

She would jump...and hope that her blonde hero would catch her.

"Naruto..." Blinking, the blonde looked beside him at the redhead.

"Hm? What's up, MJ?"

She bit her lip, clenching the end of the jacket she wore. "Naruto...do you think about the future?" She asked. He raised a brow at her at the question. He wondered why she was asking such a thing, but decided to answer either way.

"Um, sure. I guess." He said, not sure where she was going with this. Truth be told, he would rather focus more on the _now_ than the future. If he thought about the future, that would install a false hope that he actually lived through this hero gig.

Don't count your chickens before they hatch, kids!

MJ took a deep breath; the words she was about to speak brought a great redness to her cheeks as she turned her head away shyly. "When you think about it...am…am I in it?" She asked, feeling really embarrassed by her question.

Naruto's eyes widened at the question, before he blushed. With how she said it...it brought images of him and her...together. He would not lie, he liked Mary Jane. _Really_ liked her. However, it was fairly common knowledge that relationships with superheroes rarely worked out. He was worried that there would come a time that he made a lot of enemies, and they found out who he was, or the identities of people close to him, and targeted them.

Putting Mary Jane in danger was the farthest thing he wanted. However...

MJ didn't look at Naruto, nervous on his answer. And as the seconds waiting increased, the nervousness increased. _'Stupid, stupid, stupid! Why did I have to say that?! Now he probably thinks I'm weird, or stupid, or something! Dammit! This is not how I imagined the night! I shou-'_

She suddenly stopped in her thoughts, flinching. Looking down, her eyes widened when she saw her fingers were interlaced with Naruto's. Raising her eyes up, a blush grew on her freckled face when she met Naruto's ocean blue eyes ‒ which to her seemed to just _glow_ majestically in the light of the moon ‒ as he looked at her, his heart melting smile on his face.

By God, this guy...

Naruto smiled at her, a bright, warm smile that always made her feel better when they were kids. A smile that always cleared her cloudy skies. She loved that smile. "MJ...of course I see you in my future. You're my best friend. You've been there for me since first grade, elementary school, all the way to high school. You've been there for me at my karate tournaments, science fairs, and even more when I got my powers and lost Uncle Ben. Mary Jane...I just can't see a life without you in it. I couldn't be Spider-man without you. You're the one that keeps me going in this gig. You're more than just my friend, you're my partner, my guide, and my rock. And most of all, you're one of my most precious people."

At the end of his speech, Mary Jane was nearly in tears. She didn't know she meant so much to him, just like he meant so much to her. She couldn't imagine a time without the blonde. He was her sunshine. "Naruto..." She muttered, her cheeks as red as her hair, and green eyes glittering.

The two silently sat in the cart, gazing at the other. Unknowingly to them, they began to lean their faces forward inch by inch, fueled by their feelings. Slowly, driven by emotion and instinct, they slowly closed their eyes, their mouths slightly agape as they drew closer. The scene of the bright full moon and glittering ocean behind them placed it as a perfect, stereotypical fairy tale love scene.

Unfortunately, other worldly forces decided to put their would-be romance on hold...

"Ahhh!"

Jumping away from the other, surprised by the sudden screaming, they looked over the cart. Their eyes widened, when they saw one Doctor Octopus appear in the Amusement park, smashing down the welcome sign with a tentacle.

 _(AN: I happily welcome your angry riot! Bring on the torches and pitchforks bitches! Mwahaha!)_

"You've got to be kidding me!" Naruto cursed. One night, couldn't he have just _one night_ to relax?! He looked at MJ, who was frowning sadly at their ruined moment, and chance for _something_ to happen. "Sorry, MJ. Duty calls." He apologized. MJ sighed, before nodding, giving him a small smile.

"It's okay, Tiger. Go do what you do best, and kick ass." She encouraged. Smirking back, Naruto nodded, and began to take off his jacket and pants, making her eyes widened and a heavy blush grow on her face. Fortunately, (or is it unfortunately?) for her, whatever she _thought_ was happened, wasn't as it showed that under his jacket and pants, Naruto was wearing a black, long sleeve shirt with his iconic spider logo ‒ the shirt he wore fighting Ock was torn to shreds, but he had extras ‒ and costume pants. His jacket was torn, and unusable. He reached to grab his bag, only for his eyes to realize that 1) he didn't bring his bag, and 2) even if he did, his mask was torn and he didn't get a chance to fix it. _'Damn it! I don't have my mask! What am I going to do?'_

Fortunately, MJ seemed to know what he was thinking, and had the solution. "Oh, Naruto! I forgot, I brought you something!" Looking at her, Naruto watched as MJ dug into her purse, and took something out. Seeing it, his eyes widened.

It was a mask. It was a red, ski mask with what looked like black line web design covering it all over. For eyes, the mask had two large oval white lenses, with sharp-edge. Picking it up, he looked at it in amazement. Feeling the material, he felt that it was smooth to the tough, and stretching it a bit, it felt strong. Whistling at great work done on the mask, he looked at MJ, who obviously was very proud of her work. "I finally finished making your new costume. Unfortunately, I didn't bring it. Only the mask."

He smiled at her, "It's alright. It's more than enough. Thanks MJ." Reaching into his pocket, he took out a _voice change collar_ ‒ he also had a second made months back ‒ and fastened it on. He then pulled the new mask over his head and face, putting it on. He saw that his vision was perfect under the lenses, not hindered one bit. Putting on his web-shooters, and footwear, climbed on top of the edge of the cart. Looking back at the redhead, he gave her a two finger salute. "See ya!" He then jumped down at the rampaging Ock. _'Time for another episode of Man vs. Octopus.'_

* * *

Down below, people were panicking, running away and screaming in terror at the sudden appearance of Doctor Octopus, who strolled in while being held up by his long tentacles.

Otto ignored all the screaming people, focusing only on his intended target. _'Ah, and there he is!'_ He mentally said, as he spotted Harry, with the others from his school, looking at him in shock and fear. "Ah, Harry Osborn. The Doctor will see you now." Ock said, smirking at the brunette.

The students screamed and quickly ran away, Otto after them. Sending out a claw, he was about to grab Harry, but was stopped by a foot slamming into his face. Slamming back into the ground, Ock groaned as he shook his head, getting back up.

"Doc, your bedside manners stink." Spider-man said, landing on top of a popcorn stand.

"You!" Ock shouted in anger.

"Yeah, me! Good, you can see. Now tell me what _this_ is?" Spidey asked, shooting a web-line out and grabbing discarded hammer from the Ring the Bell game, and threw it at Ock. The man quickly grabbed the hammer with a claw, and threw it back at Spider-man, who dodged it by jumping into the air. Flipping, he came down with a flying kick at the Octo man, hitting him in the chest. "Let's end this dance of ours, Doc." He exclaimed.

Grunting from the strike, Otto glared at him. "My thoughts exactly, arachnid." He growled, and sent his arms at Spider-man. The masked hero jumped out of the way, dodging and kicking arms within distance of him. Shooting a barrage of web-bullets at the man, who grabbed a large game sign which he used as a shield, Spider-man shot a web-line at a tentacle and yank it to him. Grabbing it, he landed on the ground, and pulled hard. A surprised Otto was yanked out of the ground, and before he knew it, was slammed into an empty stall.

Getting up, the man glared at him with immense hate. "Your attacks are useless Spider-man! My arms run on unlimited power! And are no longer effected by your electrical attacks! I grow stronger, while you go weaker!" Grabbing a round sign, he hurled it at Spider-man, who dodged it by jumping over it. Unfortunately, he didn't see the second object thrown at him, and was hit and send back.

Rolling across the ground, Naruto groaned as he got up. Shaking his head, he narrowed his eyes at Ock. _'His arms may be running on long storage of power and never tire, but the same can't be said about the_ human _wearing them.'_ Nodding at the plan, he ran toward Ock. Leaping up, he landed on a cotton candy cart, and rode it fast at the man. Seeing him, Otto once more sent out his arms, but Spider-man just jumped over them. While in the air, flipping over Ock, Spidey shot web-lines at the still running cart, and with a pull, sent it crashing hard into Ock's back as he turned to him.

Growing increasingly agitated with the arachnid's antics, Otto got up with a growl. Looking up ready to either curse or mock the hero, he was instead met with caramel apples being hurled at him.

"Candy apples! Get your tasty, delicious, tooth aching candy apples!" Spidey shouted as he pulled back a tray of caramel apples on a web-line and shot them at Ock like a sling shot. With a roar of anger, Ock pulled off an apple stuck to his head, and sent a claw at Spider-man, destroying the stand as the spider jumped out of the way. Shooting a line, he zipped up and landed on an empty cart in the Ferris Wheel. "Hey Doc? You like games? How about 'Try and Squash the Spider?'" He called. _'Good thing Mary Jane got out of the ride earlier.'_

Otto gave a dark smirk. "My favorite game." He muttered and chased after him, using his claws to climb up to the cart. Spider-man jumped out of the way as Ock slammed a tentacle down on the roof of the cart. Jumping to another, he continued to dodge Ock's attacks. Getting to one close to the ground, he jumped off, Ock right after him. Landing, Otto looked around for the pest. "Where are you, you pathetic excuse for a spider?!" He shouted, only to suddenly be squirted in the face with water. Standing behind the counter of a water game, Spider-man smirked as he held a water squirted.

"I'm afraid this park isn't big enough for the two of us, mister." He said, talking in a Western accent like an Old West sheriff.

"ARGH! I grow tired of your games!" Ock shouted as he pushed himself up into the air with his metal arms, landing on the stand and destroying it.

Luckily, Spider-man jumped out of the way at the last second, landing a bit away. Standing, he shrugged. "Well this _is_ an amusement park, Doc. Looks like you need to get your eyes checked."

Otto gritted his teeth as he rose up from the rubble. "Do you EVER stop talking?!"

Spider-man blinked, cupping his chin in thought, before shaking his head. "Nah. If I did, the battles would be boring. Wouldn't you think?"

"ARGH!

As Otto charged at him like an angry bull, Spidey shot a line to the side, and brought some balls toward him, and began to throw them at Otto. Otto used his arms to block his face. When the last ball stopped flying, he pulled his arms down...only to get _another_ ball in the face.

Spidey mentally grinned. _'I don't know what it is, but I just_ love _screwing with bad guys.'_ Just then, he blinked, and squinted his eyes. _'One, two, three...didn't he have four claws?'_ He asked as he counted the visible claws. Suddenly, his Spider-senses _tingled_. However, he was too late to react, as from under him, the missing claw shot out from the wooden floor, and struck him in the head, sending him flying. He skidded across the floor, before he righted himself. Getting up, he messaged his aching chin. _'Argh! Stupid metal!'_ He mentally cursed. He moved his jaw, hoping it wasn't broken.

Suddenly, he heard a shout. "Don't worry Spidey! I've got your back!"

Running to Ock behind his back, was one Flash Thompson. Flash was actually a fan of the wall-crawler. Thinking he was a cool guy. And so, like any other fan, when Flash saw his hero in trouble, he knew he had to help.

"No!" Spider-man shouted, seeing his idiot of an ex-friend heading recklessly into danger. Quickly, he shot a web-line, and swung over to Ock. When the man attempted to hit him with a tentacle, he flipped over it, grabbed unto another one, and used it like a monkey bar to swing himself right under Ock's guard, grabbed Flash, and swung away safely. He landed in front of the other students, and dropped Flash on the floor. "Do me a favor, kid. Don't be a hero. Leave this to the professionals." He told Flash.

Flash chuckled sheepishly. "Yeah-yeah! Smack him one for me, Spidey!" He said, before he and his friends ran off to safety. With them clear, Spider-man was about to turn and continue his fight with Octo, when he was suddenly hit from the side with a metal tentacle. As he flew, crashing into a stand, Ock send an arm out, and grabbed Liz as she tried to escape. With a scream, she was lifted into the air, dropping the price Naruto got her. "Liz!" Flash shouted in worry.

Groaning, Spider-man got out of the rubble, only for his eyes to widened in worry when he saw Doctor Octopus had Liz in his grasp. "No!"

Octopus smirked at him, holding Liz beside him, as the girl struggled in his hold. "Once again, your compassion for these people weakens you!"

"Let her go, Octavius!" Spider-man shouted, getting angry at the sight of one of his friends in danger.

Otto laughed. "Fool! What will you do, when _I_ hold all the cards? My energy is boundless. I hold a _defenseless_ victim within my grasp, and your worry for their safety makes you _weak_! You have no more tricks, Spider-man. I have won!" He then began to walked away with his arms, Liz screaming. Spider-man followed them, and could only watch as Otto stood at the top of the roller coaster. Turning to the spider hero, he smirked. "In all of my attempts to get all of my deserved vengeance, you have continued to foil my plans! No more! It is time we ended this! Surrender your life...or sacrifice hers?" He then brought a claw to Liz's face, making her scream.

Behind his mask, Naruto glared heavily at Otto, clenching his fists. _'Damn it Otto! You have finally gone too far!'_ What should he do? He couldn't put Liz's life at risk. He tried to come up with a plan.

"Time to choose, Spider-man!" Otto shouted.

Spider-man shouted, lowering his arms. "Alright Doc, you win." He said, making Otto smirk. "I just-DODGE!" He suddenly shouted, shooting a fast web-bullet, that struck Otto in the face. The moment of surprise had him unconsciously relax his grip on Liz. With a scream, the young girl began to fall down to the ground. Luckily, she was saved as Spider-man caught her. "I've got cha!" He told her as he swung down to the ground. Putting her down, he looked at her. "You okay?" He asked. Dazedly, Liz nodded, making him sigh in relief. "Good. Stay safe." He told her, before he swung off, heading to Ock as Liz's friends headed her way in worry. "Otto, you just made a HUGE mistake."

Getting down to the ground, Otto tore the webbing off his face with a growl. "When I get my hands on that infernal arachnid, I'll tear him to shreds!"

"Yo doc!"

Turning around, Otto was hit by a flying cart that pushed him back. When he got up, he was standing in front of a spinning ride. Suddenly, several web-bullets flew out of nowhere, and hit one of his claws, sticking it to the rid. Otto tried to pull it out, but it held strong. Hearing a whistle, he looked over, and saw Spider-man wave at him...standing next to the control panel. "Oh no."

Spidey cupped his chin in thought as he looked at the controls. "Hm, wonder what _this_ button does." He said, faking confusion. With a hidden smirk, he pressed the activation button. Instantly, the ride began to spin, taking the struggling Octopus with it. Grabbing the lever, he pulled it up, making the machine go faster. Soon, Otto was nothing more than a blur, screaming and shouting curses at him. However, soon force had worked its magic, and the fast speed was too much for the webbing to maintain. So, still at the controls, Spider-man watched as Ock flew out of the ride in a blur, and soaring through the air, before crashing down at a stand. Coincidently, he crashed into the very stand where he won Liz the octopus toy. And so, surrounded in a pile of green sailor octopi, Doctor Octopus growled in anger.

"I had enough of this foolishness!"

"My thoughts exactly, Ock."

Standing behind him, Spider-man looked at what had once been his friend and hero, and he couldn't help but pity him for what he had become. _'Sorry, Otto.'_ Raising a hand, he pressed his fingers at his back.

Octopus gave a loud scream as red electricity sparked all over him, striking both externally and internally, hitting his nerves.

 _'Last time, I shocked him by using his metal arms as conduits. However, either by will or anger, he pushed through the wave of Venom Blast, which had most likely had some of its energy absorbed by the computer circuits in his arms. But what if he got a first physical contact?'_

For a few seconds, he held, as Otto screamed, before let go. Holding a scream for a few more seconds, the man latter dropped to the ground. His body covered in sparks for a bit, but completely still. His nerves temporarily paralyzed by the low, but mildly strong dose of Venom Blast. Spider-man stepped back, and let out a sigh of relief.

Doctor Octopus has finally been defeated.

* * *

Around a half hour later, the police showed up, along with the media, and Octavius was taken into custody. Spider-man had vanished, and Naruto Parker stood at the crowd, taking pictures as Otto was put into the police truck. He frowned, saddened that the man was being arrested, but knew that was no longer the man he knew.

And he was going to have to live with that.

Looking around, he spotted MJ and Harry, along with the others of Midtown High, and walked over to them. "Guys!" He called. Turning to him Harry sighed in relief.

"Naruto, there you are! We've been looking all over for you! Where've you been?" He asked, a bit concerned.

Naruto rubbed the back of his head sheepishly. "Sorry, I was in hiding spots, taking pictures of the fight for the Bugle." He said, lifting his camera. It was sorta true, he hid his camera around, positioning it to take pictures of his fight. Jameson had been on his ass for not getting photos of the last two fights, so he made sure to get some this time. Harry rolled his eyes, but nodded either way. However, one person wasn't so forgiving.

"You mean to tell us that while we've been in danger, _you_ were hiding?!" Sally shouted at Naruto, poking him in the chest, as she got in his face. Naruto sweatdropped, feeling a bit nervous at the heavy glare the fellow blonde was giving him. "Liz was held captive by that freak if Spider-man hadn't saved her!"

Naruto blinked in surprise, and looked at Liz, worry in his eyes. "What?! Liz, you okay?" He asked. While he personally knew she was fine, haven saved her, he was still worried for her well-being.

Liz smiled, blushing a bit at how worried he was about her, and nodded. "Yeah, thankfully Spider-man was there." She then frowned. "Unfortunately, I lost the prize you won for me. I'm sorry, Nary." She muttered, lowering her head. She then felt a hand on her shoulder. Looking up, she saw Naruto smiling at her.

"Don't worry. It's just a toy. I'll get you another one. I'm just glad you're safe." He told her, making her blush hard, but still smiled and nodded.

Randy then spoke up. "Well, I don't know about yall, but I had enough fun for tonight. I'm heading home."

Everyone nodded at that, and began to leave the damaged park. They soon separated, Flash and his 'crew' heading one way, while Naruto and his friends headed another. As they walked, Harry in the front, Naruto looked at MJ, an embarrassed flush on his cheeks. "Um, MJ…about that thing at the Ferris Wheel."

Realizing what he was talking about, MJ's cheeks burned. Her mind thinking back to how they were so close to _kissing_. "Oh! That...um…" She didn't know what to say. She was embarrassed that it almost happened. But also angry at the interruption, as well as sad.

Another night, another chance ruined.

She then felt something grab her hand. Looking down, she saw that Naruto was holding her hand. Raising her gaze, she saw him smiling at her. "I meant what I said. You're very important to me, and important in my life, Mary Jane. I can't imagine it without you."

Her blush increased, but she still smiled. Slowly, she leaned her head down and rested it on his shoulder, enjoying his warmth. Naruto smiled down at her, as the two continued to walk home.

"Me either, Tiger."

* * *

 **End of Chapter.**

 **I have to say that the train scene in _Spider-man 2_ was by favorite part. The part when everyone carried Peter's unconscious body inside and gathered around him, and the EVERYONE swore to keep his identity as a teen a secret. THAT WAS SO (and sorry about this, manliness) CUTE! I nearly shed a tear! _NEARLY!_**

 **Though the face Tobey Maguire made when he was trying to hold back the train, was UGLY as well as CREEPY AS SHIT! It looked like he was having a seizure!**

 **Argh!**

 **Now, yes, I know that I had once again placed a false hope that Naruto and Mary Jane would finally get together. I apologize. If you want to form an angry mod, and lift your pitchforks and torches, go ahead. The moment WILL come, I promise.**

 **Also, we are nearing the end of the first Arc! I know I haven't said it, but these episodes were the "prologue" arc, or officially the "Beginning Days" Arc of Naruto's hero career. The days in which he kicks off his starting gig as a superhero.**

 **Those that are wondering when Gwen Stacy will appear. I am working on it with my beta. Planning things out. I hope to make her appear after the Lizard event.**

 **Complete Harem list will be posted in my profile. And please vote for who Aunt May gets with; John Jonah Jameson, Sr. or Ben Parker/Spider-Ben.**

 **Next chapter Naruto finally gets his "real" costume! YAY!**

 **Also, I'm not a huge reader of comics. I read them from time to time, but am not very knowledge on the marvel events. I know a few, but not a lot. I tell you this, because I am wondering if there is any big event in Marvel that you want Naruto/Spider-man to be a part. Either new/current or old, and I'm taking 1900s comics.**

 **I have a wide access of cartoon shows, for ALL the Spider-man shows. Movies, and online comics. So, if there is a Spider-man comic event, or issue, you would like to see me do, tell me the name, title, and issue(s) and I will see what I can do.**

 **Now, what else? Doc Ock. Yeah, he's not dead, even if I used the Spider-man 2 setting. I'm not killing him people! Just wanted a good origin for him. Sorry to those who thought Otto would do like in the movie.**

 **Anything else?**

 **Anyone else excited for the Spider-man game for PS4? Oh man! I want to play it so much! Too bad I only have an Xbox One. Hope they also put it for other consoles!**

 **That's all for now!**

* * *

 **Here's a preview of what's to come:**

 _"Naruto dear."_

 _Popping his head out of his room, he saw Aunt May walking toward him. He saw that she had a black box in her arms. Taking his cookie out of his mouth, he responded to her. "What's up, Aunt May?"_

 _His aunt stopped in front of him, giving him her usual sweet smile. "Well, I heard there was dance at your school, and was wondering why you weren't going there." She asked. Naruto rubbed the back of his head._

 _"Well, I didn't see a use for it. Besides, I didn't want to leave you alone at the house. So I thought I could spend the night with you." He said. May smiled at her beloved nephew, placing a hand on his cheek and rubbing it softly. Naruto smiled at her warm tough. It was times like this, his aunt reminded him of his mother with her love. Sometime, she felt like she **was** his mother, and he loved her very much._

 _"Oh sweetie. While I do appreciate your kindness, I cannot allow you to miss a fun event. So I want you to go. Please."_

 _Naruto frowned, not sure about that. However, he could not deny her. So with a sigh, he nodded. "Alright, Aunt May."_

 _May smiled, and handed him the box. "Good! Now, I took the privilege to get you this." Looking at the box in confusion, Naruto opened it up, and saw that inside was a tuxedo. "Now get dressed, someone important should be here soon." She said, and gently pushed him into his room._

 _"Wait, who?" He asked, but didn't get an answer._

 _Soon, Naruto stepped out of his room, wearing his black tux. He pulled on his collar with a frown, before deciding to just unbutton the top button. He wished the thing had some orange on it, it was his color! Walking down the stair, he saw May at the bottom, a happy smile on her face. "You look fabulous dear!"_

 _'I feel more like a monkey.' He thought. He then heard a snort in his head. 'You be quiet!' He thought, preventing the knowing comment from the asshole in his head._

 ** _DING!_**

 _May's smile widened. "Ah! That's here! Answer it dear!" May told him. Naruto raised a brow as he walked toward the door._

 _"Wait, 'her'? Her who?" He asked as he opened the door. Looking at who was outside, he froze. His brain was in the process of short circuiting as he stood in place._

 _At his door, was Mary Jane Watson, wearing a black, silk dress, that hugged her nicely, showing her curves and nice hips. The top was tied by strings that went around her neck. Her hair was washed and shining in the night light, and she had some blush on her cheeks that turned a bit redder. On her lips, were a nice amount of lip-gloss. She had her black purse._

 _Seeing the state Naruto was in, MJ smirked at him. She gave him a wink. "Face it Tiger, you just hit the Jackpot!"_

* * *

 **Review the chap! Tell me what you think.**

 **Still wondering if anyone wants to do an "Avengers watch Superior Spider" fic? PM me!**

 **Ja ne!**


	8. An Electric Night (revised)

**Disclaimer: _See previous chapters..._**

 ** _We interrupt this program for some special news!_**

 ** _. . . ._**

 ** _. . . ._**

 ** _. . . ._**

 ** _SCHOOL IS KILLING ME!_**

 ** _We now return to your regularly scheduled program._**

 **HELLOOOO EVERYONE! Yesterday was a special day. It was November 26, 2016. Officially ONE YEAR since the creation of Superior Spider: Addition to the Web! Unfortunately, my plan to update on that day was not to be, as I had not realized that until someone told me. So YEAH! That was a loss. **

**Still, we have come a long way, and I am extremely happy with the number of people loving the story. Thank you all for your support, and hope you continue to enjoy what is yet to come!**

 **So sorry for the late posting, I was still working on it till around midnight today.**

* * *

 **Okay! So I had made an error.**

 **Ben Parker of Earth-3145 could not be a possible pair for May, as he is from ANOTHER dimension, where his wife and nephew PETER PARKER had died. He never met Naruto, and could not form a relationship.**

 **I forgot about that, and I apologize to everyone. Once more, I had jumped the gun. _It happens...two, three times a year. I'm not perfect, okay?!_**

 **HOWEVER, I also forgot something. Something IMPORTANT!**

 **In the future, Naruto will be in a relationship with HELA, the goddess of Death. As such, why not, with a deal, resurrect Ben Parker? The Ben of THAT dimension? Ben of Earth-116. I have a feeling making a deal with Hela won't be as bad as making a deal with Mephisto. (yes, I just bashed Peter Parker there. You don't make deals with the Devil, dude!) As for explaining how a once thought dead man was back alive, I will think of something.**

 **So that's the topic on Ben. Now for John Jonah Jameson SR.**

 **Everyone (just about 85%) keeps thinking I'm talking about J. Jonah Jameson of the Daily Bugle!**

 **NO! I'm talking about Jonah Jameson SR.! HIS FATHER! Now, the reason could be that many of you don't read the Amazing Spider-man comics. It's alright, I don't either. I follow the Marvel wiki.**

 **Look, there's John Jonah Jameson Sr. the one I'm taking about. There's his son, John Jonah Jameson Jr. the publisher and chief of the Daily Bugle and Spider-man HATER, and John Jonah Jameson III; Sr.'s grandson, and J.J.J. Jr.'s son, and Astronaut!**

 **Alright? THREE generations of J.J Jameson's.**

 **There's Jay Jameson Sr. (I'm calling him Jay now)**

 **J. Jonah Jameson ‒ From Daily Bugle and Spider Hater**

 **And John Jameson ‒ the Astronaut.**

 ** _In the Mainstream Spider-man, Jay was distant from J. Jonah. When he got to New York, he was saved by Spider-man and became a supporter for him, making him clash with his son. He dated May and later married her. After many life threatening moment, he and May moved away from New York to Boston._**

 **I'm sorry if I seem angry, I just want to avoid people thinking I'm talking about the asshole and make the voting seem fair.**

 **Now, there has been a good comment brought to me by Neo-Drive. May Parker's appearance is based off of her Ultimate Spider-man Animated counterpart. So she might be too young right now. If I had to put it in a number, I would say she was in her...late 30s? Early 40s? She had white hair, but no wrinkles, so I can't tell.**

 **Jay would be in his 50s if I had to guess. But then again, I can also make him look younger. I don't know.**

 **Then again, it's not like I'm going to pair her up NOW! No, it'll happen MANY years later on. She's still young to kick ass and have fun!**

 **This is just for suggestion for when the time comes.**

 **So again:**

 **Jay Jameson (one of two actually GOOD Jameson's)**

 **Or Resurrected Ben Parker of Earth-116?**

* * *

 **A few more things before we get started:**

 **1) In my profile, under the harem list, I placed a link of a chart I created, it holds the pictures of the appearances of the woman based off of. So if you want to see their appearances, check it out.**

 **2) SPECIAL thanks to Blaze1992 for giving me ideas and help in designing the awaited _Superior Spider-man_ costume!**

 **3) I had set up a Twitter account made for the purpose of keeping up to date with my loyal followers. With it, you will be able to:**

 **Know my Status in my story completion.**

 **Know of future ideas.**

 **Do polls.**

 **Give visual aids like pictures.**

 **Answer story questions quicker than having to wait until I post a new chapter (this goes out to Guest reviewers who ask questions, and I have no way of contacting).**

 **Share ideas together.**

 **And finally, know I am alive.**

 **The account name is Juubi_no_Shinju FF, and address is twitter Juubi_no_Shinju**

 **Hope you would follow me to stay connected.**

 **4) The request to do the "Avengers watch Superior Spider" has been accepted. I only allowed TWO readings of this story, and they had been taken. The people who took the request, are:**

 **Grimm King** ** & Keyblade master cole. Hopefully the stories will appear soon.**

 **And now, on to the story...**

* * *

 **Chapter 8: An Electric Night**

* * *

 ** _Two Days after battle with Doctor Octopus ‒ Morning_**

It was a beautiful mid-morning in New York City, birds were singing, the smell of bagels filled the air, and the sound of sirens echoed in the air.

In the active streets, a number of police cars shot fast as they chased after an armored truck. Said truck held important items that was to be taken and led to its destination safely. Unfortunately, the vehicle was taken control of by some thieves, which led to this current chase.

Luckily, _someone_ saw this.

Squatting on the ledge of a tall building, Naruto tracked the chase trail, his blue eyes eyeing the truck. He looked down at the watch on his wrist, looking at the time. "Close…but I've got time." Reaching up, he pulled down his mask over his face. Standing up, he leaned over and fell off the edge.

It's been two days since his battle and victory over Doctor Octopus, the weekend coming and going, and he continued life like normal. If you count being a superhero and fighting crime 'normal'. Ock was in prison, he took some pictures, and only downside was Jameson blaming the damage of the rides on Coney Island on him.

 _"The Spider-Menace strikes again! First a New York City Train, then a Science Center company, and now family entertainment! This menace continues to cause havoc and wreck to everything he touches in our fair city!"_

 _One day, Jameson...one day, you're going to be web up to the torch of Lady Liberty!_

Falling down to the ground below, he let his body glide for a moment, feeling the wind passing over his suit and wrapping around him. His arm snapping out, he shot a web-line which caught a building, and with a whoop, began to swing, chasing the truck and police cars.

Arcing through the air, he leaped up high, soaring, before shooting another web-line. Keeping his eye on the target, he shot up and over roof tops, running horizontally across building sides, and leaping over edges. Jumping into the air, the sun brightening his image, he displayed his new costume.

Gone was the jacket, shirt, and stylish, but slightly uncomfortable skin tight pants. Now he wore the outfit MJ had spent close to months getting the materials needed and time making. From the bottom up, he wore skin tight, but elastic black spandex pants, with ankle high, red rubber boots over the bottoms of the pants. The boots had black web lines covering them, and the bases were flat, allowing for wall-walking through bio-electric static coming from his feet. Around the waist, at the top of his pants, he had a red-black webbing design edge. For a top, he had a spandex, skin tight, but comfortable and mobility access black shirt. The sleeves were long, coming down to the middle of his arms, the rest were covered in elbow-high red-black web pattern gloves. The shoulders and top part of the chest were red and covered in the same web pattern. He wore the mask MJ gave him last Friday. And finally, on his chest, was a large black spider design sitting over the red part of the shirt, the legs spreading over chest and going over his shoulders and sides, and linking to the legs of the other _red_ spider on his back, clinging to the black background. Around his waist, was a belt. His _utility belt_ that held pockets that held extra web cartridges, his calling cards ‒ you never know when you might need it ‒ and a camera to take pictures when the moment came.

The inside of the suit was coated in Kevlar armor, so he could now take hits and firearms. MJ said she got the Kevlar from her uncle, who used to be in the military.

Falling, he continued to swing. He soon saw the truck close up, tearing through cars like a madman. He saw some men with guns standing on the trailer, shooting at the police cars behind them.

"Time to get to work." He muttered as he swung down to them.

The armed men cut a hole in the trailer from above, and climbed inside. There they saw their targets. "Package secured!" One man said over a walky-talky. "..." He nodded to whatever he heard. "You got it boss." He looked at his men. "Make sure the police get lost! We have a delivery to make!" Moving to the canisters secured in their place, he began to get to work.

 _"Warning. Plutonium canister is radioactive material, and is highly explosive."_ The computer warned. The man smirked.

"Exactly."

Above the truck, Spider-man swung over and landed on the roof. "Now, let's see who's being naughty this morning." He muttered, and crawled over to the side, and looked upside down into the driver seat. Seeing who was at the wheel and passenger seat, he cured. "Oh come on! Really?! Flint Marko and Alexander O'Hirn?" He asked, groaning in disappointment.

At the wheel was Flint Marko, a buff man wearing a two-shaded green horizontal stripe shirt, and dark brown pants. Next to him was his partner in crime, Alexander "Alex" O'Hirn. An equally muscular man with a grey sweater jacket and pants.

These two were low-rank robbers, and most pathetic crooks he ever caught. It wasn't that they were stupid...okay, maybe they were, but it was also the fact that it was so easy to catch them! They could barely put up a fight, and when they tried, a punch to the face was all it took to drop them.

 _How boring…_

"It's the Spider!" Flint shouted in surprise.

"I've got him!" Alex said as he held up an assault rifle. Aiming at Spider-man's head, he fired. However, Spider-man ducked back up out of the way. Hearing noise from above them, Alex pointed the rifle up, and fired through the roof. Above them, Spider-man used his spider-senses to predict the bullet's trajectory, and dodge them. Moving left and right, he maneuvered out of the bullets' way, before he crawled over to the side, appearing at Alex's window, behind the unsuspecting man. Tapping him on the shoulder, Alex instinctively turned around, only to get a web to the face. Grabbing his gun as the man tried to get the webbing off, Spider-man threw it away, shooting a web-bullet after it where it stuck to a wall for the police to grab later on.

"Hell no! I'm ain't dealing with this shit!" Flint shouted as he slammed down on the pedal harder. In the trailer, the sudden speed took the men by surprise, almost making them drop the canister. Luckily the man ‒ possible the group leader ‒ caught it in time.

Spider-man then appeared on Flint's window, keeping an eye ahead. "So Marko, tell me. You went from robbing jewelry stores, to stealing dangerous equipment. What happened? Tips not good?" He ducked under a thrown punch, before popping back up. "Did I strike a nerve?"

"I'm going to strike _you_!" Flint shouted, and tried to shake the spider off by crashing through cars. However, Spider-man simply moved to the roof. The truck then made it to an intersection, crashing through passing cars.

"Not good." Spider-man said as he saw the truck heading toward crossing pedestrians. Once more going to the side, he shot a web to Marko's face, and as the man tried to get it off, he reached over and grabbed the wheel. He pulled hard to the left, making the truck turn another way. Seeing some people in the road, he shot a web-line, and swung over to them. Grabbing them, he pulled them off the streets. Landing them on the sidewalks, he continued to follow the runaway truck. _'I have the strangest sense of Daija-vu.'_ He thought to himself.

Back on the chase, Flint and Alex had managed to get the webs off their faces, and were now trying to lose the cops, as Alex shot at them from the window. Firing bullets, he soon ran out. "I'm out! How do we lose them?!" He asked Flint. Looking at his mirror at the police cars, Marko had an idea. He slammed his feet down on the brakes, making the truck jerk to a stop, sending everyone forward, as Alex slammed his head on the compartment. The men in the back fall to the floor, the explosive canisters nearly falling off their holsters.

Behind them, the cops were surprised by the sudden stop, and tried to stop their vehicles. Unfortunately, those at the front crashed into one another. Cars flying and falling to the sides, while those at the back managed to stop just in time.

Alex groaned as he got back up. He punched Marko on the shoulder. "What the hell was that for, you idiot?!" He demanded. Marko ignored his question. "Shut up and get to shooting!" Alex scowled, but still did as told as he began to refill his gun. Meanwhile, those at the trailer were already going at it as they kicked the doors open, guns blazing as they fired at the cops. Policemen either ducked under the spray of bullets, or fired back when they got a chance.

Suddenly, two web-lines shot down and grabbed the two men's guns by the nozzle. With a yank, they were pulled out of their arms, before two more lines shot down and grabbed them by their chests, before being yanked from the trailer. The cops looked up, only to see the two thieves lowered down to them, wrapping in a web cocoon.

"Hands up!" They aimed their guns at the captured men.

Flint, seeing that, knew it was time to get out of there. Slamming the gas down, he drove the truck off. However, he forgot that the back doors were open, and the canisters began to spill out. Luckily, Spider-man jumped into the trailer and quickly caught them. "Oops! Nope! Gotcha! Got it! Come here you!" It was a mess to grab them, and even worse with Flint's mad driving. A canister almost fell out of the truck, but was quickly grabbed by Spidey's foot, sticking to the bottom. "Stick-em powers for the win!"

Flint drove the truck through an alley, crashing through garbage cans and other stuff. Alex was holding on for dear life. "Dude! What are you doing?! Are you crazy?!"

"Shut up! I ain't going back to prison! I just got out of it three weeks ago!"

Spider-man was bouncing off the sides of the interior of the trailer as he grabbed the bouncing canisters. "Come here! Come to daddy!" He said as he held four in his arms and was trying to grab the others. He soon managed to grab all of them, making him sigh in relief as he hanged from the ceiling by one foot...only for one canister to slip out of his hold and bounce out of the truck. "Oh come on!" Dropping down, he jumped out of the truck after it. He threw the canisters in his arms into the air, shooting a web-bullet after them and caught them in a web cocoon hanging from a lamp post. He then chased after the lone one, trying to grab it, shooting web-lines to try and grab it...only for the damn thing to _bounce_ out of the way! "Damn it!" He cursed as it bounced into the middle of the street. Before it could escape again, he jumped over and grabbed it. "Got cha!" He smirked as he flipped the canister up and down his hand. "Now, to get Flint and O'H-" He didn't get to finish, as he was suddenly hit by a truck.

"For real spider-sense?!" He shouted in anger, at not being warned.

It was quite the scene. A police truck shooting fast through the road, with Spider-man sticking to the front of it. **_"Oh, look it that. A bug smashed against a wind-shield. Nothing new about that."_** And just like that, the usually silent beast in him named Kyuubi chose that moment to mock him.

"You be quiet!" Naruto shouted at the asshole of a fox. He liked it better when the beast was quiet. Was less of an asshole that way. But no. Apparently, his crazy life was a _television sitcom_ to the bastard!

 _"Spiderman, Spiderman Does whatever a spider can_

 _Spins a web any size Catches thieves just like flies_

 _Look out, here comes the Spiderman"_

Blinking, Spidey reached up to the earpiece in his right ear when he heard the ringtone for MJ. _His ringtone_. He had his own ringtone. How AWESOME was that?! It first began when a woman was singing it in the subway waiting area, playing a violin. One guy recorded it, and within hours, it was viral.

Yep, he was now a true hero, as all great superheroes had their own ringtones. At least according to MJ. He didn't want to argue with her.

He answered the call. "Hey MJ."

 _"Naruto, where are you?"_

He looked around. "Um, W. 58th Street. W. 59th Street. W. 60th Street..." He answered as he looked at the addresses he was passing by.

 _"You do know free period ends in 10 minutes, right?"_

Naruto cursed. He lost track of time. "I'll be there in five."

 _"...Whiskers, are those sirens?"_

 ** _"Busted."_**

 _'Shut it!'_ "Um...no?" He mentally slapped his face. That was stupid.

 _"...You haven't stopped the robbery yet?"_

"There were some complications...and guns."

 _"Gun?! What do you mean guns? Are you okay?! Did you get hurt?!"_

"MJ! MJ! I'm fine! Proportional speed and agility of a spider, remember?" He quickly calmed her down. He knew how she got when his life was potentially in danger. She should have gotten used to that after all his previous battles.

He heard the redhead take a deep breath. _"Alright. Alright. Just…hurry up, or you'll be late for class."_

"Got it. Oh! Here's my stop. Later Red!"

 _"See ya, Whiskers."_

Hanging up, Spider-man back-flipped onto the roof of the truck, and moved to the driver seat, surprising the driver. "Hey, Spider-man. Nice to meet you. You mind holding this?" He asked and not allowing a response, passed the canister to the driver. "Careful with it, it's explosive." Ignoring the horrified expression on the man's face, Spider-man shot out a line and began to swing after the crazy truck as it crashed through cars. Swinging high, he soon was over the truck. Dropping down, he landed on top of the truck, making the two bellow jump.

"What was that?!" Flint demanded.

"Hello!" Spider-man said happily as he popped his head upside down to the window on Flint's side. Before the men could react, Spider-man shot web into their faces once again.

"Damn it!"

"I'll get you, Web-Slinger!"

"We'll see about that." Spider-man muttered, as he reached in and grabbed them by their shirts. He pulled them out of the truck, and hurled them out, before shooting an impact web-bullet at them and trapped them in a large spider net. He then entered the inside, and pressed down on the brake.

...He pressed the brake…

He looked down as he repeated _pressed the brake!_

"Shit! Idiots must have cut the brake!" Looking out the window, he saw he was coming to the intersection. "Crap!" He quickly got out, and moved to the front of the truck, crawling to the bottom edge. Peering under it, he shot a line at the bottom of the truck. Getting up, he shot another one to a building. Instantly, as the truck passed the building, the line snapped steady, and the front of the truck yanked hard, friction pulling it into the air as it sailed through the air.

People crossing the street, stopped in their steps, watching in horror as the truck sailed to them. They closed their eyes, awaiting their deaths...only for nothing to happen. Opening their eyes, they looked at the truck...which was stopped in midair, and caught in a large spider net.

Over them, Spider-man watched from a building top, as the cops arrested Flint and Alex, while one carried the wrapped up Plutonium canisters. "Well...this was a productive morning." He said, as he stood up. "And this new suit works _great!_ Very easy to move in... though it hugs a bit tight on the gluts." He muttered as he looked back at his ass as he tried to adjust it. Ignoring it for now, he looked down at his watch. Instantly, his eyes widened in horror. "Oh no! I'm going to be late for 5th period!"

Like a bat out of hell, he began swinging off to Midtown High with great haste. He was zooming like a blur through the buildings and tops. Swinging and jumping off building sides. Often, he would look down at his watch, the time remaining only making him try harder.

Soon, he saw Midtown High in view, making him hopeful to make it in time. Unfortunately,

 ** _RIIIING!_**

"OH COME ON!"

Landing on the roof and quickly changing into his normal clothes, Naruto quickly, but stealthily, wall-crawled down to his desired floor, and entered a, coincidentally opened, window in the, once more coincidentally, _empty_ boy's restroom. Running down the halls, passing by fliers and banners for the upcoming dance in 4 days, he stopped next to the open door to his class. Taking a quick glanced inside, he saw the teacher focused on a stack of papers in his hand, his back away from the door. The students were either talking to each other, on their phones, or in Flash's case, looking at a newspaper.

That last one was weird. Though reading the headline, he saw it was about Spider-man, so it was fine.

Biting his lip, Naruto carefully and silently walked towards his desk.

"Thank you for joining us, Mr. Parker."

Freezing in place, Naruto rolled his eyes to the teacher, who looked at him with a smirk. Chuckling nervously, Naruto straightened up, rubbing the back of his head. He ignored the chuckles of his classmate. "Hehe. Sorry for being late...you know, it's Meatloaf Monday..." He joked.

The teacher chuckled and nodded. "True. Very well, Mr. Parker. I'll give you _one warning_ , but I hope this won't happen again." He warned.

Naruto nodded as he sat down in the middle of MJ and Harry. "Of course, thank you Mr. Warren." _'I hope this doesn't happen again.'_ He thought to himself. He got a nudge from MJ, who smirked at him.

"Close call there, Tiger." She whispered to him. Chuckling, Naruto paid attention as the class began.

Mr. Warren addressed the class. "Before we begin, I'll be handing back your graded practice tests from Friday, which I'm sure you're eager to see on how far you've gotten." He said as he passed the papers out, the class groaning. Reaching Flash, he handed him back his paper.

"C minus?" Flash asked as he looked at his grade, before giving a fist pump. "Yes! The Flash completes another pass." He then looked at Liz's paper, and winched when he saw the D minus. "Sheesh! Tough luck there Liz." He told his girlfriend, patting her on the shoulder as Liz frowned. Her parents will NOT be happy!

"Nice work once again, Mr. Parker." Warren told Naruto as he handed him his test back. "Another perfect score. Now remember students, this was only a practice test. The real one will be this Wednesday." He told everyone as he continued to pass the papers.

Harry smirked as he looked at his 80% on his paper. He then looked at Naruto. "Well, seems that studying session really paid off. Eh, Naru?"

Naruto scoffed. "Yeah, if you count _eight hours_ of trying to get you to understand at least _half_ of our studies." He grinned at him, before looking at the redhead beside him. "What about you, MJ?"

MJ held up her paper, a 95% on it. "Great! It helps when you are friends with the smartest guy in class."

Behind them, Flash gritted his teeth in annoyance at Naruto once again being a show off! Looking at his football on the desk, he grinned as he had an idea. Making sure the teacher was not looking, he reared his arm back, aiming at the back of the head of Naruto, and threw the ball.

Naruto tensed, his spider-senses going off. He dropped his paper onto the floor. "Whoops!" He leaned down to grab it, just as the football sailed over him, and hit Mr. Warren on the back of the head.

"Mr. Thompson!"

Flash quickly hid behind his newspaper.

Soon, class continued like normal. Naruto paying attention and writing notes, along with MJ, Harry, and a few others. While the other few pretended to listen, like Flash. Time passed, and before they knew it, the bell rang. "Remember to study for the real test this Wednesday!" As students were leaving, Naruto was stopped by Warren. "Just a minute, Mr. Parker." Nodding, Naruto gestured to his friends to go on without him. Warren then looked over Naruto's shoulder, at Liz who was leaving with Flash and Sally. "Ms. Allen, a word please." Stopping from leaving, Liz frowned nervously and walked over, Flash and Sally watching on. "Your grades have been slipping lately, Mr. Allen." Warren told her, making Liz flinch. She knew that, as told by her parents many times. "The upcoming test is worth at least 50% of your grade. If you hope to pass it, I recommend a tutor. I am recommending Naruto here." Naruto and Liz looked surprise, while Flash and Sally scoffed.

"Puny Parker?!" Flash mocked. "Last thing needed is quality time with him!"

Liz frowned, unsure of what to do. Warren continued. "This test is very important. If you hope to attend the dance this Friday, you must pass it. I suggest you think of your choice strongly." He warned her before walking away to prepare for his next class.

Naruto looked at the silent Liz, hugging her books as she looked down. "Um, if you want, I can get MJ to tutor you instead." He offered. Looking up at him, Liz smiled softly, and shook her head.

"No, it's okay Nary. Just worried for the test is all." She muttered. He looked at her, and placed a hand on her shoulder, making her look at him, as he gave her a smirk.

"Hey, don't worry! I'll help you pass! If I can get Harry to pass ‒ though barely ‒ I can help you get a perfect score!" He told her. Liz giggled a bit at what he muttered, before smiling back.

"Okay! I trust you, Nary! Let's meet later on in that coffee place nearby! Um, _Silver Spoon_ I think it was." She suggested, to which the blonde nodded to.

"Deal."

* * *

 ** _After School ‒ Abandoned Factory/Spider-man's '2nd Base'_**

Three empty cans of soda were placed lined up on top of an assembly line.

"Keep your arm straight, eyes focused on the target. Relax your grip, but keep it firm as well. Keep your fingers relaxed, don't stress them." Naruto muttered, as he stood behind MJ, one arm placed on her side, while the other held her right arm, stretched out as they faced the cans. On one of the redhead's wrists, was one of his web-shooters.

Naruto was teaching her how to use his web-shooters, beginning with how to fire web-bullets.

Mary Jane narrowed her eyes as she lined her wrist to the can in the middle. Her middle and ring fingers were pulled back and laid on the trigger on her palm. "Remember, the way to fire webbing works in different ways. To fire a web-bullet, you give a quick, but strong press. For long web-lines, you give a slightly lighter, longer press." Naruto instructed. Nodding, MJ aimed at the can, and pressed down on the trigger with a quick press. Luckily Naruto was holder her steady, as she was nearly pushed back by the shot force as a web-bullet shot out of the web-shooter's muzzle, flying fast through the air, heading toward the cans.

It flew over them.

MJ pouted at missing, and tried again. This time, she was only pushed back slightly as she fired another web-bullet. This one hit the assembly machine, just below the cans, making them shake slightly. Growling in annoyance, MJ tried one more. The ball of webbing flying, it soon hit the third can, making it fly through the air with a spin, before hitting to the ground with a _clang!_

"Yes!" MJ cheered, happy with her accomplishment, making Naruto chuckle.

"Calm down, Red." Looking over her shoulder, MJ gave him a smirk. Looking back at the cans, she went again, shooting another web-bullet at the can on the right. It nicked the can in the top corner, making it spin, before falling to the ground. MJ glared at that, before focusing on the last can. This time, she decided to try a web-line. Lining her wrist to the can, she lightly pressed down on the trigger. A thin line of web shot out, and caught the can in a blink of an eye. Smirking, she pulled the line back, bringing the can toward her.

Unfortunately, she underestimated the pulling strength of the web, and so, the can came shooting her way faster than she anticipated. Gasping, she closed her eyes. Luckily, the can was stopped before it could hit her, as Naruto shot his arm out, and caught it.

Tossing it up and down into the air, Naruto walked over to an old couch on the side, their bags laid on it. MJ pouted, though thankful, as she followed him. Grabbing a water bottle, she drank up. She then looked at Naruto, who had taken his laptop out and started it up. "Not that I don't appreciate the lessons, Tiger. But why the sudden request?" She asked. It was just when school ended, that Naruto had grabbed her the instant they were away from Harry, and web-swung to their current location. Not that she minded, it was fun to swing through the city!

"I'm thinking about making you your own web-shooters."

Mary Jane looked at Naruto in surprise, while he was typing on his laptop. "What? Really?!" Her tone held excitement in it.

He looked at her. "Yeah. I mean, we're a team, right? I may be the one in the costume and kicking ass, but I'm going to need your brain to get me out of bad situations I get myself in. And for that, I need to make sure you're safe. You already know how to kick ass with the karate classes we took together. With web-shooters and knowing how to use them, you'll be able to handle yourself until I get there." MJ smiled as she listened to his friend's explanation. She found it very sweet that he wanted to keep her safe. A thought then went through her head.

"Wait, won't people wonder why I have web-shooters if I use them?" She asked, looking down at the devices on her wrists. The web-shooters were very visible, with the trigger laid visibly on her palm. Should she wear gloves over them?

"It's only for a short while. I'm working on trying to make them smaller." He told her, making MJ nod as she took the shooters off. Turning back to his laptop, he continued to type. On the screen, were notes on himself. He's been recording all his battles and actions as Spider-man, measuring his strength, speed, agility, reflexes, senses, and anything else of important.

He may be a superhero now, but he was still a man of science. And as such, ever since he first put on the mask, he's been recording all his enhancements and growths.

He wanted to know all the limits of what the spider bite gave him, and wonder if there was more. He had the proportional speed, strength, agility, and reflexes of a spider, along with able to walk or crawl up vertical surfaces, was as flexible as an expert ballerina (which was more impressive than it sounds) had incredible equilibrium, his marksmanship could nearly match an expert archer as he can throw a dart and land it dead center, from across the room...with his back turned. Had an incredible healing factor: heal broken bones, cuts, anything that wasn't life threatening in a matter of minutes to an hour. Not to mention his _Venom Blast_ , which he can use to paralyze people with just a touch. And last but not least, his _Spider-sense,_ which was like the ultimate cheat...if he had control over it.

He grumbled, recalling how he almost became a bug on a windshield.

There was also his incredible stamina, increased already smart brain, quick thinking, and charming personality.

The last one wasn't an enhancement from the bite, but was still a pro to his list of abilities in his book. How knows? Maybe he could _charm_ a bad guy to give up?

Pff! Yeah right! Where was the fun in that?

Reaching into his bag, he pulled out his mask. "Hey, MJ. You got that camera yet?" He asked. MJ blinked, putting a finger to her lips in thought, before slapping her forehead.

"Oh yeah! Nearly forgot!" Grabbing her backpack, she shuffled through it, before founding what she was looking for. She pulled out a small camera. It was one used by police for undercover work. She got it thanks to her cousin Ron, who and quote "knew people". "Hand me the mask." She requested. Handing her his mask, Naruto watched her work around, putting the mask near the upper corner of the right eye, becoming unseeable. "Alright, try it out!"

Typing on his laptop, Naruto established a link to the camera. Now, when he went out, MJ could monitor and see everything he saw. "Alright, it's set up."

MJ smiled as she walked over, and sat down next to Naruto. "Man, Whiskers. You sure are making your way up the hero scale." She told him. Naruto looked at her with a raised brow.

"Hm? What do you mean?"

MJ help up a hand, and began to count her fingers. "Well, let's see. First there was the time you saved Mr. Osborn and defeated the Vulture. Then you defeated the Enforcers, a famed mercenary group. Then when you saved a little girl from a burning building. And now you defeated Doctor Octopus. Not to mention all the other incredible things you have done to save people. What I'm trying to say, is that you went through a lot of crazy stuff, and went up again some strong people, yet you always managed to rise on top. You're also changed the city's views on you. Sure some people are still scared of you, and the police want to lock you up, but now people are calling you a real hero." She told him, smirking proudly. "Who knows! Maybe you'll meet the Avengers and Fantastic Four soon!"

Naruto chuckled. "Maybe. Though I was mostly lucky. Can't tell you how many times I was close to being down for the count. But each time I nearly lost my life, I thought about Aunt May, and Harry, and you. I pictured how sad you guys would be if something happened to me." MJ frowned and nodded. If something happened to Naruto...they would all be heartbroken. "I couldn't do that you guys. You're all precious to me. So, I would just drag myself back up, and keep fighting!" He said with a grin, lifting a fist. "I won't let myself die and leave you guys! Even if my arms are broken, I'll stand on my feet! Even if my legs are broken, I'll use my head to drag myself to the bad guy and bite them! Naruto Benjamin Parker ain't no quitter, ya know!" He declared with a wide smirk.

MJ looked at Naruto in awe, seeing the fierce determination in his eyes, before smiling, her heart beating fast. She swore that she would always stick to his side, no matter what! "Well, you can count on me to have your back, Tiger!" She told him, making the blonde smile.

"Yeah! We're a team! Team Spider-man! I'm the "Spider", and you're the "Man"!" He told her, before realizing what he just said. "Ah, I mean the "Woman"! No, wait! I mean I'm the guy with spider powers, and you're the other part! I mean-"

Mary Jane giggled as an embarrassingly blushing Naruto fumbled with his words. "I get it, Tiger." She told him to calm him down.

Naruto pouted. "'Tiger'. 'Whiskers'. You make it sound like I'm a feline." He grumbled.

MJ had a thoughtful look on her face. "Well...you do have great balance, and are pretty agile, even before your powers. And there was that one time with the fish." She muttered, as Naruto turned red in embarrassment.

"I told you! It was a dare! Harry made me!" He tried to explain himself, but MJ just turned her head away, hiding her amused smile.

Grumbling, Naruto got up. He walked over to the other side of the couch, where a pile of punching bags laid. He got them at a garage sale for a good price. Grabbing one, he held it over his shoulder easily, and soon hanged it on a hook. He then began to punch it.

Naruto didn't know the limits of his strength. Pre-bite, he was already strong, able to shake bones with a single punch ‒ as Flash could attest to. After the bite, his strength increased by 5x. As such, he always worked to keep a measure of his strength to where he wouldn't accidently kill someone.

It also helped control his anger if it ever came to it.

When he had first killed the man who killed Uncle Ben, it was in a moment of anger. And as much as he hated to admit it...he didn't feel a thing. No anger, no regret, no sadness, but also no happiness or glee.

Nothing. Just a hollow feeling.

He didn't like it, and as such, always held back his strength so he didn't kill again.

As he did that, MJ walked over and sat down on the couch, grabbing her bag. As long as she was here, she should get started on her homework.

Soon, two hours passed, before the alarm Naruto put in his watch beeped. Stopping his work out, only a few drops of sweat on his forehead, Naruto walked over to the couch, and grabbed the bottle of water and towel MJ handed him. "Thanks." Cleaning up, he looked up at the sky through a hole in the ceiling. He should probably get that fixed if he truly planned to turn this place into a base. "I should head home to shower and get ready. Need to meet up with Liz for our study session." He said, making MJ look at him, frowning a bit. "Liz needs to pass the test, or else she won't be able to go to the dance. I can't let that happen, as I can tell she really wants to go." He folded his arms behind his head, before he looked at Mary Jane. "I thought you were the same, MJ. Why did you change your mind about not going?"

MJ gave him a small smile, hiding the jealous feeling she was getting from how her crush wanted for _Liz_ to go to the dance. "Like I said, it would be boring without you. It's no big." She waved it off.

 _(Juubi: Naruto, you idiot...)_

Naruto however, frowned. He could tell she was lying. He didn't know how, but he could feel her sadness. She _did_ want to go. He just wished he knew why she changed her mind. He sighed.

He never did, and possibly never will, understand girls. Uncle Ben was right; women will always be a mystery.

"Alright. I still think you shouldn't miss the dance just for me, but if you're sure, I'll stop." He told her, getting an appreciated nod.

"Come on, Tiger. We'll still be having fun. We can watch movies with Aunt May, and if she falls asleep, we can watch horror movies." She smirked when she saw Naruto flinch. She knew he didn't like horror movies, more specifically, movies about ghosts. And she always loved teasing him about it.

Naruto shot her a glare. "Not funny, Red." He grumbled. His fear was legit! You couldn't fight ghosts! What if he met a ghost, and it was evil?! His powers would do jack squat against it! MJ giggled as she packed up her things. Standing up, she walked over to her favorite hero.

Just then, a thought came to Naruto. "Hey, I forgot something." He spoke, making MJ raise a brow. "I wonder if Debra is doing anything on the night of the dance." He barely knew his fellow blonde, but in the time they worked together, he knew she was a nice girl, if a bit too much of a workaholic. "Maybe I should ask if she wants to go the dance too. Have some fun."

MJ smiled at him. "That's really nice of you, Naruto. I think she'll be glad to go." What girl wouldn't want to go to a dance?

"Alright, I'll ask her after the lab tomorrow."

Together, they walked outside, where they walked a bridge that was connected from the main land, to the small island the factory was set upon. Though the bridge was old, having some chunks missing and holes decorating some sections, but luckily it held. Once reaching land, Naruto put on his web-shooters, wrapped an arm around MJ, and shot a web-line up and began swinging. He headed toward his neighborhood to drop MJ off, and get ready.

* * *

 ** _Later that night ‒ Outside Silver Spoon Café_**

Liz slammed her head down on the table with a groan. "I just don't get it! And I'm _so_ going to fail!" For the past half hour, Naruto has been trying to explain the contents of the textbook to her, but it all just seemed impossible to grasp!

Naruto frowned as he tried to think of a way to better explain all this. "Come on Liz, you can do it! You're a smart girl!" He encouraged her.

Liz pouted as she looked up from the table. "Not smart enough." She sighed. Looks like she wasn't going to go to the dance.

"I know you can do this, Liz. Look, system biology is sort of like the network. There are a lot of emails and messages sent out all over. And there are people that monitor and track the messages. System Biology is the same way. Its tracking and monitoring the body for any harmful cells, diseases, and failing organs. Every part of the body, everything inside it, had its own job, and needs to be monitored to insure everything was working properly."

 _(AN: I would like to thank Youtube's East77Productions for their helpful video in explaining Systems Biology. Seriously, I failed Science, and my brain smoked when I read on the text explanation)_

Liz pursed her lips. That _did_ make a bit of sense. Now if she could just understand everything else. "It all still sounds complicated to me."

Naruto smiled gently. Reaching over, he patted her shoulder. "Well that's why I'm here to help." He told her. Looking at him, Liz smiled and nodded as they two get back to studying.

Soon, two hours had passed as Naruto tutored Liz. Their orders came as they studied, and Flash tried to call Liz a few times, only for her to hang up on him. She needed to study, and couldn't have any distractions. To test her knowledge, Naruto would ask her questions on the subject, to which she would try her hardest to answer.

"Right!" Naruto told her with a smile. "See, you got this!" Liz looked down, her cheeks burning red as she pulled a bang behind her ear.

"It's only cause you're helping me, Nary. You make it sound so simple. I'm not a geek like you." She said, before gasping when she realized what she said. "Ah! No! I didn't mean that! I mean-"

Naruto stopped her, chuckling. "It's alright. I know I'm a geek, and proud of it. Science is what revolutionizes the human evolution, after all. It helps cure diseases, make new discoveries, and travel the stars! And you can be a geek took, Liz."

"Joy." Liz dulled, not finding the idea exciting.

Naruto shook his head. "I'm serious. You are a smart girl, determined, and have a great future in your hands. Why don't you come with me to ESU tomorrow night? Dr. Connors is going to show something new. I want you to see what the future of Science has to reveal."

Liz frowned, not sure of it. Seeing her dilemma, he gently grasped her hand. "You don't have to if you don't want to. I'm just offering."

Liz bit her lip, and nodded. Soon, the study session came to an end. Packing up, they left, Naruto walking Liz home. He was glad he told Aunt May that he might be home late, so she didn't worry. As they walked, Naruto looked up into the sky when he heard a rumble. _'Looks like a storm is coming.'_

He had no idea how right he was.

* * *

 ** _Next Day ‒ Midtown High [3 days till dance]_**

It was lunch time, and Naruto was sitting on a table, flipping through some photos he had taken from the other day, when he was chasing Marko and O'Hirn. He groaned when he saw some of the photos were terrible. Some caught the glare of the sun, others only got a part of his body like a shoulder or arm. _'It's so easy to take photos of myself with the camera set up in certain points, but it's very hard to take pictures, during battle.'_ Putting the photos down on the table, he sighed. Battle shots would be great! He managed to get shots of his battle with Doc Ock, but it was only because he was able to either shoot when he was able to, or by setting up his camera somewhere nearby. _'I could buy like a dozen cameras, and set them up around the streets. But there's no guarantee I would fight their way, and there's no way I will be able to afford enough to set around the whole city. I could set one up and hope I get a good shot. Or even ask MJ to take the photos.'_ He shook his head, immediately shooting that idea down. Such a thing could be dangerous, and last thing he wanted was to bring her into the cross fire.

"Hey, Ruto!"

Looking up, he smiled as MJ and Harry came his way. Giving them a wave, he quickly gathered up his photos and putting them way as the two sat down. "What you up to?" Harry asked.

Naruto sighed. "Just figuring out how to take better photos of Spider-man for the Bugle. Jameson's been on my ass about bringing in photos of Spider-man in action."

Harry raised a brow. "You mean get close to the action? Isn't that kind of...you know, dangerous?"

Naruto shrugged. "'We people of the news live for danger! Because it is us that are able to show the world the truth!' At least that's what Mr. Mustache-Face always says. Personally, I don't think the guy gives two-shits what happens to his workers, only that they bring him news."

"Remind me again, why you work for him?" Harry asked, as he took a bite out of his apple. Naruto scoffed.

"Luckily, I don't actually work for Jameson. I work under Mr. Robertson, who's MUCH better to get along with. Only time I have to meet Jameson is when he gives me a top scope to take photos of, or when he comes out of his office yelling. But other than that, Robbie's my boss. But trust me, if I decided to, I would quit if Jameson keeps pushing my buttons. However, as much as I hate to admit it, the pay's good. I need money for better equipment. I can't keep dumpster diving forever." He also wished to build some equipment for Spider-man. He wasn't like the Avengers, or Tony Stark, or the Fantastic Four. He was just a young teenager with a minimum allowance, freelance photographer, with a hard working aunt.

He didn't have a secret lair, or a million-dollar mansion/tower, or a team of other super powered people. All he had was a hundred-dollar house, a basement, an abandoned factory, and MJ, who would sow his costume if it ever got damaged – God bless her and her knitting skills!

"Not to mention the Bugle's the only news company that would hire a teen." He finished.

"Why not try gambling?" MJ offered, popping a fry into her mouth. "With your crazy luck, you'd be rich in a week!"

However, Naruto scoffed at that. "Yeah right, and what do I tell Aunt May if she found out? She would have a heart attack if she caught me gambling."

"You could always try investing in something, that's what my dad did. Or make an invention and sell it. You're always making weird things? Remember those stink bombs?"

"Or the paint cannon?" MJ added in.

"The remote control go-kart you made last year with a playstation controller for the wheel?" Harry finished.

 _'Oh yeah! I remember that! We took it out for a joy ride around the city...before we were caught by the police, had the kart confiscated, and were grounded for a month...worth it.'_ He thought with a smirk. He missed his kart, that was a fun night.

"One, I made those inventions for pranks...well, the last one was for fun. And two, I would need to build something incredible for people to buy. And if I did invest in something, what would I, a 16 year old, be able to invest in?"

"You can invest in a house. That's what most people do." Harry offered. "There's a lot of old buildings in Hell's Kitchen you could fix up."

Naruto pursed his lips. "I'll think about it."

"So... how was tutoring with Liz?" MJ asked, biting down on her sandwich, keeping her eyes on the table to hide the jealous glint in her eyes. Harry looked at her, then at Naruto, raising a brow, but decided to stay back and watch.

Naruto didn't pick up on the jealousy in her tone, and shrugged. "It was fine. I helped her understand the subject is all. We reviewed the material, and I tested her on what she learned. She's pretty smart. She scored higher than Harry did on the mock test. Not that I would be very surprised that she understood it more than Harry." He said with a smirk at his friend's expense.

"Hey!"

Naruto laughed at the mock glare his brunette friend sent him, before laughing as well. MJ, however, did not laugh. "So, that's all you guys did? Study?" She hated how jealous she was acting! Stop it girl! Damn teenage hormones!

Harry became silent instantly, detecting a shift in the air. Naruto frowned, wondering if MJ was alright. "Yeah, of course. We had coffee while we studied, and that's it. Are you okay?" He asked.

MJ put on a strained smile. "Of course! Just curious is all." She told him, hiding the great relief within her. What did she have to worry about? Of course nothing happened to the two! It was just a study date. SESSION! A study _session_! She corrected in her mind, before sighing.

Damn hormones!

"So you guys serious about not going to the dance?" Harry asked, moving the conversation along. The two looked at him, as he took something out of his pocket. "Cause I actually already bought you two tickets." He said, holding up the dance tickets.

Naruto blinked in surprise, looking at the tickets, before shooting a small glare at Harry. "Dude! Why'd you do that? I said I wasn't going!" He demanded. He saw it as Harry wasting his money.

Harry shrugged. "Well, I got then _before_ you told me you weren't going, and it would be a waist to just throw them away. I thought about giving them to someone else, but decided to give them to you, in case you change your mind." He said, holding the tickets out. MJ grabbed one, before looking at Naruto, a hopeful look in her eyes. She really wanted to go to the dance with her crush, to finally spent a special night, with no villains or robberies to grab his attention.

Naruto looked at the ticket, before sighing, and grabbing. "I won't hold any promises." Looking at the ticket, a part of him thought on going to the dance, but once more, he had a responsibility to keep his aunt happy. Still, he pocketed the ticket away safely. Soon the bell rang, the three left for their classes.

As he walked, Harry would occasionally cast side glances at Naruto and MJ, who talked amongst each other about whatever. He pursed his lips. MJ's feelings for the blonde were well known and obvious, though she wouldn't seem to admit them anytime soon. Naruto was the same, never willing to admit his feelings.

He wanted to help his friends, give them a _push_. Walking through the halls, he passed a poster on the wall, a reminder of the upcoming dance. Glancing at it, a thought blinked in his mind, making him smirk.

He has some planning to do.

* * *

 ** _After School ‒ ESU Labs_**

Curt had showed Naruto and Debra some of the old experiments he had done, the studies he had done on animals and cellular adaptation, and morphology. They had looked through microscopes, looking at the cellular structure of animals, and blood cells. He then explained the cellular reproduction of reptiles, how they would shed parts of their bodies, and regrow them in a matter of weeks.

As he listened, Naruto would look at Curt. He could hear the longing in his voice when he talked about how lizards regrow missing limbs, at times seeing him clutch his robotic arm. He recalled how Curt was part of the Cross Species Project with his father, before stopping shortly before his parent's death.

A part of him would have been suspicious on whether there was a link between him and their deaths...however, he knew Connors was genuinely saddened at their deaths, with no guilt of murderous intent there.

It was weird. Lately, it was as if he could _feel_ what others was feeling. Their hidden emotions and such. Harry's sadness and anger at the mention of his father. MJ's sadness and longing. The strange feelings he would detect from various females in his school. He wondered if it was because of his spider powers, but decided to think of it later.

Anyway, he felt sad about Curt's longing to regrow his arm, and then recalled what he learned from his father's journal. And had another thought...

 _What if he helped Curt? He was his father's friend and partner. Not only could he help his professor, but he could actually help finished his father's project! Making him proud by finishing his work!_

He decided to talk with Curt about it later on.

Soon, much time had passed, and before he sent them away, Doctor Connors had one last thing to present to Naruto and Debra.

"Nary?"

Everyone looked up, and were surprised, no more than Naruto, when they saw Liz Allen enter the building, carrying a wet umbrella from the rain upside.

"Liz?" He asked, surprised she actually came.

While Liz stood to the side, having a conversation with Martha and Debra, Naruto was with Curt, rubbing the back of his head nervously. "Um, I'm really sorry for this, Doctor Connors, ya know."

However, Curt was not the slightest mad, as he chuckled. "It's quite alright, Naruto. We are nearly done for the day, and there isn't anything special or dangerous being done. She can stay. Just make sure she doesn't touch anything dangerous." Naruto nodded, and walked over to the others, standing beside Liz, who looked around nervously, but also a bit in amazement at all the stuff in the lab. He couldn't help but laugh a bit at that, making her pout with red cheeks. As Connors was getting things ready, Naruto showed Liz around. The two looked down at a pet mouse in a cage. What was interesting about it, was that it was missing a limb. "Meet Mickey. Our pet mouse."

"Eww!" Liz said with a smile as she looked closer at the mouse, which shied away.

Everything ready, Curt walked over to a large tank filled with eels, a green glow coming from the water, as he put on elbow-length rubber gloves. Beside it, was a machine, with a man working on it.

"In nature, _everything_ is connected. All things, from trees, to roots, to animals, everything is connected. Everything has a purpose. And as scientists, we explore and expand upon those connections, to the benefit of society." Grabbing a metal hook from the table, Connors walked toward the tank.

Martha looked at the young interns, Billy on a table nearby, reading a book. "We are experimenting with genetically altered electric razen eels. Their bodies giving off bio-electrical waves 4 times more than usual."

Curt pressed a button, making the tank slid out of the walls, allowing the top to be open. "Think of what it could mean, if we could harness this bio-electricity? Generate a new form of energy. A new, clean sort of power?" Climbing the steps, he used his hook to grab an eel out of the water. It squirmed around, static bouncing off it.

Naruto frowned. "Sounds like Otto Octavius's machine." Otto and Martha frowned, looking sadly at Naruto. Liz also looked at him in concern, seeing the brief look of sadness he had.

Curt sighed. "Yes...in a way. However, we are taking ALL necessary preparations. Triple checking everything for errors. There will not be any accidents, Naruto." He told the blonde. Naruto sighed, shaking his head to brush away bad thoughts.

Debra looked at the tank. "Why is the water like that?" She asked, fixing her glassed.

"The tank is filled with a special fluid, that increases the eel's bio-electric signatures." Martha explained.

Curt nodded getting down. "Yes, and those signatures are so intense, we are forced to upgrade the lab's bio-electrical filters."

The man in the machines, chuckled. "Heh, 'we' were forced?" He asked with a teasing tone. Curt chuckled sheepishly, rubbing the back of this head.

"Ah! I mean, we are forcing Max here, to upgrade them." He corrected.

"All I'm saying." Max said, grabbing a drill.

Martha then walked over, a yawning Billy with her. "Curt, it's getting late. I need to get Billy home."

Curt looked sheepish, forgetting to keep track of time. He rubbed the back of his head. "Ah, sorry honey. Lost track of time."

"You? No, I'm shocked." Martha teased, walking over and kissed his cheek.

Curt smiled at his wife. "Talk Billy home. I need to stay and wait for Max to finish."

Martha nodded. "And you might want to send the kids home too. It _is_ a school night."

"Oh! Right. You three can go home." He told the teens.

Nodding, the three walked toward the doors, grabbing the umbrellas they brought with them. "Have a good night Naruto. And it was nice meeting you, miss Allen." She told the brunette, who nodded in return.

"You too."

With that, Debra began to walk away. However, she stopped when she was called by Naruto. Turning around, she saw him approaching her. "Yes?"

Naruto smiled at her. "I wanted to ask you something. You see, there's an upcoming dance at my school, and was wondering if you wanted to come."

Debra blinked in surprise. "Are you...asking me to go with you?" She asked. She never got asked out before, so she was caught off guard.

Naruto's eyes widened, as a flush began to spread across his face as he realized on how his question was interpreted. He quickly held his hands up and began to wave them in dismissal. "No!" He stated, not wanting her to get the wrong idea, before continuing when he realized how rude that sounded. "I mean, that's not what I meant! I was just wondering if you were doing anything that night, and wanted to enjoy a nice event."

"Oh!" Understanding, Debra pushed up her glasses in thought. She didn't have anything to do that night. She went to ESU and spent much of her time and nights studying than anything else. And truthfully, she couldn't think of a time where she went anywhere fun, let alone went to a dance. It actually sounded... _fun_. "I... suppose I might go. If merely just to see what makes dances so enjoyable. But I don't have anything to wear." Let alone someone to go to. She wasn't a robot. Debra knew was a dance was, and what they entitled. But she didn't have anyone to go with, let alone know anyone there.

Naruto waved her concerns off. "I'm sure my friend Mary Jane Watson can help with that. You should take a night off to enjoy yourself."

Debra pursed her lips as she thought on it, before she nodded. "Alright. I'll go to your dance." She said, making Naruto smile.

"Great! I'll buy you a ticket and give it to you tomorrow. Can you meet me here at 3?" He asked, getting a nod. "Alright! See ya then! See ya, Debra! Have a good night." Naruto called to his fellow blonde. Debra nodded, responding the same.

Naruto then walked over to Liz, who had been waiting for him. "Sorry about keeping you waiting Liz." He apologized, but Liz shook her head.

"It's alright, Nary. But what was that about, if I can ask?" She asked, curiously.

Naruto shrugged. "Nothing much, I was just asking Debra if she wanted to join our dance. She agreed." He told her, making her smile at how nice that was of him. "Now, mind if I walk you home?" He offered.

Liz smiled in gratitude. "Sure, thank you Nary."

Naruto returned the smile as they walked off, Naruto calling his aunt to tell her he was going to make sure Liz got home safe, and then he would head home, promising to be careful.

* * *

An hour later, back in ESU Labs, Curt was looking through a sample of genetically modified lizard DNA, while Max was working on the filter. Outside, thunder boomed through the skies, lightning crackling through the clouds. Unscrewing some bolts, Max tried to take out a filter, only for it to get stuck. Grabbing it, he tugged and pulled on it as hard as he could, grunting. Curt looked over to him. His shaking, caused the drill he put on top to drop down on the controls damaging it a bit. Looking over, he reached out to it.

Meanwhile, outside, a lightning bolt struck down at an antenna on the building's roof. Lighting shot down through the metal, and into the building, surging through circuits and power cables. It traveled all over the building, shutting off the power, before it traveled into the lab.

The power outlet on the wall static, before it traveled through the cable, and hitting the filter machine. At that moment, Max touched the damaged control panel.

At that moment, the electricity of the thunderbolt struck the machine, and when Max made contact, he was hit by the output. He screamed. He screamed harder than he had ever screamed before, making Curt stand up immediately, shouting out his name, but Max didn't hear him. Too much in pain from the hundreds of bolts of lightning coursing through him. With a shout, he flew back, and crashed into the tank behind him, shattering the glass.

The pain _tripled_ as not only did the frightened eels bit him, shocking him, but the fluid, made to enhance the eels' bio-electricity, _increased_ the electricity output coursing through Max.

"Max!" Curt shouted, covering his face as lightning shout out from Max, hitting all over.

"AHHH!" Max continued to scream, before there was a large light, blinding Curt. Shielding his eyes, Curt waited for the light to vanish. And once he did, he lowered his eyes. Looking toward Max was, he gasped in fear. "Oh no."

What he saw, he could no longer identify it as Max. His skin was incredibly burned, becoming as black as night, smoking still. Curt quickly grabbed his phone, calling the hospital.

* * *

 ** _The Next Day [2 days till dance]_**

Our red and black hero could be seen swinging over the streets of Manhattan. After finishing class and making a quick stop at home to change, Naruto went on patrol for some relaxation. Things were quiet, only a small amount of crime events taking place. Like now for example, as behind him, hovering over the on looking citizens, was a car hanging in a web cocoon, with five robbers stuck to a wall in a web, caught by the Web-head after they tried to make their getaway after robbing a bank.

Yep, things looked to be back to being dull and quiet with no supervillains showing up. Whether that was a good thing or not, remained to be seen.

On the bright side, he had gotten Debra's ticket - the last one actually, thank you betting luck! - and would be meeting her later on to hand it to her.

"How's it looking on your end, Red?" Spider-man asked over his communicator ear-piece.

 _"Everything looks fine on this end."_ The voice of Mary Jane replied back. She was currently in Naruto's basement lab/base, on the computer, watching everything he saw over the cam emplaced on the mask. _"And you know what? I think I need a name?"_

Naruto raised a brow under his mask. "A name? What do you mean?"

 _"You know, a codename. Something to address me without anyone knowing who you are talking to."_ She explained.

"Isn't 'Red' a good enough codename?" He asked, rubbing across the side of a building, before leaping off the edge, shooting a web-line up and zipping fast. He heard MJ scoff.

 _"No, it isn't. A codename is supposed to be important! Symbolic on the guide's position, but also simple to not give away their identity!"_

Naruto rolled his eyes as he jumped over a rooftop, falling down. Snapping out another line, he shot out. The cries of awe from children and viewers below him sounding up as he glided over them. Flying through the air, he flipped over once, before landing on a pole sticking out of the side of a building. "Alright. Well, you are part of Team Spidey, so how about something that connects to it? How about _'Spider-Cave'_?"

 _"Lame."_

"Webs?"

 _"Nope."_

"Webby?"

 _"Sounds like a sidekick title. Do I look like a sidekick?"_

He opened his mouth.

 _"Don't answer that!"_

Closing his mouth with a snap, Spider-man sighed, knowing the redhead won't stop until she finds the perfect codename for her. "Alright, alright. How about _Oracle_?" He suggested.

MJ hummed, thinking on the name. _"Well, it's not bad. I guess that could work. Though I still think- Wait! Trouble."_ She said, listening in on the police scanner. _"...Police are pinned down by goons. They are heavily armed with weapons."_

"Where?" He asked, standing up.

 _"Corner of E. 102nd Street and Lexington Ave."_

Nodding at the directions, Spider-man shot a webline. "On it!" He then quickly swung away to the direction. It didn't take him long to arrive on the scene. Cops were pinned down behind their cars, barely managing to fire back as they ducked under the shower of bullets.

The goons were surprisingly heavily armed. Guns of large sizes, rifles, shotguns; one big guy even had a freaking _bazooka! 'Seriously, where do bad guys get such weapons? Is the gun store have a sale or something?'_ He thought to himself as he dropped down behind a goon.

With his spider-like reflexes, great stealth, and dare he say, _ninja-like_ agility, he easily snuck up on the man without a sound, and easily knocked him out with a sumo slam, slamming him backwards on his head. While that had revealed his appearance to the other gunmen, by the time they even moved to raise their guns, he was already halfway toward them. He was fast enough to dodge the rain of bullets, and get in close to one man, ducking under his guard. Shooting a fist up, he uppercut him, sending him into the air, before crashing back down, out cold.

 _KO!_

Turning to two others, he shot web-lines at then, grabbing their guns, and with a yank, pulled them out of their grasps. Running forward, he jumped into the air, where he shot lines at the two, and getting in between them, pulled them hard toward him. He flipped over them as the men crashed into one another right under him. Flipping over, he finished them off by crashing down on them with a stump, smashing them out cold into the ground.

 _Epic Knock-Out!_

Standing up, still on top of the two men, Spider-man dusted his hands off, before turning to the remaining few gunmen, some looking a bit nervous at how the spider-themed hero easily took out three of their men.

Suddenly, Spider-man's spider-senses tingled. Looking around, he spotted the larger man, the one with the _bazooka_ , aiming it at him. He cursed as the man fired the large missile at him. He looked over his shoulder at the cops behind him, hiding behind cover of their cars.

If he jumped out of the way, the missile would hit the cops.

If the cops moved, the missile would hit the cars, sending them flying, and possibly hurting any nearby civilian viewers.

As such, there was only one way about this.

Looking at the missile, that was coming closer and closer, Spidey got ready. Bending down slightly, tensing his legs, he pushed off and charged _directly_ at the missile, much to viewers' surprise. Running at the fast incoming missile, Spider-man suddenly leaped high into the air. Soon hovering over the bomb, he shot two web-lines down at it. Sticking, he gripped tightly, and flipping, pulled as hard as he could as he landed. The plan worked, as the missile curved in the air, and soon changed trajectory. Everyone watched as the missile flew fast upward, sailing up into the air and sky above. Once it reached a certain altitude...

 ** _BOOM!_**

Everyone watched as it exploded in a large blast. The man with the bazooka, staring up at the blasé cloud in surprise, was too late to react to the incoming fist. And when he lowered his face, he met knuckles with first contact.

 _FINAL KO! New High Score!_

Looking down at the man KO'd on the ground, Spider-man turned his head to look at the last remaining goons, who jumped when he faced them.

"Anyone else?"

Seconds later, Spider-man watched on as the police loaded the crooks into the police truck. Nodding in satisfaction, he shot a web-line up and swung up.

 _"Nice work there, Whiskers."_ MJ commented, having seen the battle.

Spider-man shrugged as he swung. "No big. Those guys were no Doc Ock, or Enforcers."

MJ shrugged. _"Well, you better come back. Aunt May should almost be done with dinner."_ She let him know.

"Actually, there's a few things I've got to do first." He told her as he changed directions.

MJ raised a brow. _"Like what?"_

* * *

 ** _Connor Residence_**

 ** _KNOCK_**

 ** _KNOCK_**

The door opening, Martha Connors looked out, and blinking in surprise. "Naruto?" She asked, surprised to see the blonde Parker. Naruto smiled in greeting to the woman. He gave her a small wave.

"Hey, Mrs. C! Hope I'm not interrupting anything important."

Martha blinked, shaking her head to focus and smiled at him. However, Naruto could tell that there was something uneasy about that smile. He wondered if something was up. "No, no! Nothing at all! What are you doing here, Naruto?" She asked the young blonde, curious as to why he was suddenly at her family's house. Things were a bit tense with Curt following the accident with Max Dillon. Her husband would either be stuck in his home office, burying himself in his work, or in the hospital, waiting for news on the mechanic. He barely ate, let alone sleep.

"Well, I was hoping to talk to Doctor Connors concerning something." Naruto told her, a serious expression on his face. Martha raised a brow at that.

"I'm sorry, Naruto. Now's not a good time. Maybe tomorrow at the lab-"

"It's about my father. And the Cross-Species Project."

That stopped Martha cold, her eyes wide in shock. That project was a forbidden topic in her house, as it would bring up bad memories of the times Curt would focus so hard on perfecting it. To the point he would grow obsessed.

She hated to admit it, but at that time, Curt scared her. Especially when he had gotten so mad when Richard Parker stopped the project. She had never seen him so mad. It would have gotten so bad she would have taken Billy and left, if Curt hadn't managed to calm himself down.

And if she was honest, she was worried that if the topic was once more brought up, he would once more become obsessed.

"Naruto...I don't think-" Just as she was about to dismiss Naruto, she felt a hand on her shoulder. Turning around, she saw Curt standing behind her, giving her a small, comforting smile.

"It's alright Martha." The two locked eyes, holding a conversation with their eyes, before finally, Martha sighed, and nodded. Rubbing her shoulder a bit in comfort, Curt looked at Naruto, and nodded for him to enter. "Follow me, Naruto. We can talk in my workshop." Nodding in thanks, Naruto entered the house, and followed Curt. Passing through the living room, he spotted Billy watching television. Spotting the older blonde, Billy smiled and waved at him, Naruto waving back with his own smile.

Entering Curt's office, Naruto looked around. It was pretty average. A desk, a shelf with books and lab supplies, picture frames on the wall, and several tanks with lizards inside. Closing the door, Curt turned to Naruto. "Now, what did you want to speak with me about?"

Looking at him, Naruto got straight to the point.

"I know that you and my father worked on the Cross-Species Project together. To give humans the attributes of certain animals."

Curt nodded sadly, still having bad experience with that event. "Ah, yes. Your father and I... we desired to help improve the world. To take away pain from humans and cure diseases. At least...that was the plan. The experiments proved to be unsuccessful. Your father was the only one able to gain positive results on animal experiments, but would never tell me how he did it. And when he... when your parents died, I was angry. With your father gone, so too was my chance to heal myself." Curt unconsciously reached up and gripped his stump of an arm.

Naruto frowned in pity. "You hoped that if you were injected with lizard DNA, the healing properties of the reptilian class would regenerate your bones and skin cells rapidly to the point your arm would grow back." Curt chuckled.

"You definitely are your father's son."

Naruto smiled softly at that, before it was replaced with a thoughtful look. Meanwhile, Curt walked toward his desk to clean up the mess on it.

"Dr. Connors."

Curt looked up at Naruto, and saw he had a slight hopeful look on his face. "What is it, Naruto?"

Naruto rubbed the back of his head. "What if...what if you had the formula? The formula my father used?"

Curt's eyes widened slightly at that. "What?"

Naruto gestured to the stacks of paper on the desk. "May I?" Curt nodded, and watched as Naruto walked forwards, grabbed a piece of paper and pencil, and begin writing something. He heard him mutter a few things, but couldn't hear what he was saying. Intrigued, he walked over to his side, and watched him watch. _'Just like his father.'_

Finishing up, Naruto passed the paper to Curt. Looking at it, Curt's eyes widened when he read the formula written on it.

"Decay Rate Algorithm..."

As he looked upon the formula, Curt felt a sense of hope rise in his chest... with this...maybe he had a chance. "Naruto..." The blonde looked at the professor with a raised brow. "How would you like to help me finish mine and your father's work?"

Naruto's eyes widened. While he had worked on and studied some of his father's work over the years, this would actually be the first time he could feel very close to his work field. To help finish a project his father's been working on for years!

Smiling widely, Naruto nodded in agreement, making Curt smile. He placed a hand on the teen's shoulder. "Great! Now, you hungry? My wife's making chicken."

Naruto rubbed the back of his head. "I don't know, my aunt May's making dinner. Which I should be getting to."

Curt nodded in understanding. "Very well then, I'll speak with you tomorrow."

Naruto nodded, then a thought came to him. "Um, Doctor Connors, if you don't mind me asking...your wife said 'it wasn't a good time'... is there something wrong?"

Curt frowned, sighing. "I...was not able to keep my promise to you, Naruto. There's...been an accident."

Naruto frowned, narrowing his eyes. "What kind of _accident_?"

* * *

 ** _The Next Day_** _(Yay for time skips!)_

The week has come and passed in a blur. Things have been normal for the exception of the growing excitement in the student body as they all prepare for the upcoming dance. And with only a day left, you can tell just how excited they all were, by the large number of banners, posters, even large "DANCE" graffiti seen at the exterior school walls ‒ which the staff were still trying to wash away.

Yep, everyone was looking forward to the dance tomorrow.

However, for one Naruto Parker, all the grinning or smiling faces of the students were a blur to him, as he walked down the hallway with a sad thoughtful look on his face.

Doctor Connors had told him on Max's ‒ the technician ‒ accident. It was bad news that something like that could happen to a person so suddenly. But he guessed that's just how life worked, he thought ‒ recalling the accident at the Octavius' presentation ‒ full of nothing but unexpected events.

There was still no news of Max's status, whether he was alive or not ‒ though after being told the amount of electricity he had going through him, he pretty much doubted. Still, he couldn't help but wonder...if he had stayed behind, even for just a few seconds, could he had prevented the accident? He sighed, as already thoughts began to appear in his head.

This was the curse of being a hero. Being given such power and responsibility, they would always have thoughts of "what if". _'What if I did this?' 'What if I had stayed?' 'What if I had stopped him(her)/let him(her) go?'_

Being a hero, it was their _responsibility_ to protect people and keep them safe. Their responsibility to save as many lives as possible. Their responsibility to keep the whole world safe.

It was their privilege, and their curse.

 _'Damn, I wonder how Iron Man or Captain America handle this large pressure?'_ He thought to himself as he stopped in front of his locker.

A scoff was heard in his ear, yet didn't come from anyone near him. He groaned, knowing where it came from. _'What do you want fox?'_

While he may had been fearful of the fox at their meeting, he had gotten used to it. Now he was more curious about it than scared. Why was there a fox inside him? How was it possible? Where did it come from? So many question, and the asshole of a fox wouldn't tell him! It would just spend its time mocking him, calling him weak, give sarcastic comments, or telling him how it would kill him once free. Some of the descriptions were very... _graphic_.

To Naruto, the fox was more of a headache than anything else.

 ** _"What I want is some silence so I can sleep, which I cannot have, with your emo thoughts...I'm starting to miss the seal not being loosen. That way I didn't have to hear your pathetic thoughts."_** The grouchy dark voice of Kyuubi rang. Whatever it was that was contained in that spider venom, which was injected into the boy, had done something to his body, and even more his _chakra pathways_. When it granted him spider-abilities, it also shockingly enough forcefully opened his chakra points, and like a dam, the flood of chakra poured out and spread all over the boy's body. It also shockingly, but damn well happily, loosened the seal that kept the Kyuubi at bay. Unfortunately, not enough for it to escape from the damn human. Only enough it now had _some_ access to the boy's scenes. Not that it was much of a good thing, as it was now forced to see the mortal's pathetic life. Oh well, at least it now had some form of entertainment (i.e. watching the boy get his ass kicked XD).

Naruto rolled his eyes as he grabbed his books. _'Oh, I'm sorry. I didn't know being considerate of a human life was so unnecessary. And what's this about a seal?'_ Now that he thought about it, when he first appeared in him _mindscape_ ‒ the concept still strange to him ‒ he could faintly remember _something_ on the large gates. A piece of paper? It had what he recognized as a Japanese kanji symbol in it. Unfortunately, the fox's appearance stopped him before he could read what it said ‒ he thanked online classes for learning new languages! While not an expert, he had a grasp in Japanese language.

He heard Kyuubi scoff once more. **_"Being concern over a human's life is pathetic... Your lives are as fragile as a flower, easily crushed! It is a waste of time to mourn over a loss. You humans breed like cockroaches. You kill one, another would just pop out! Like vermin!"_**

Naruto gritted his teeth in anger. _'Oh yeah! What about you?! You never lost someone you cared about?!'_

 ** _". . ."_**

Naruto blinked, surprised at the sudden silence of the beast. Usually it would respond with a sarcastic remark or make fun of him. _'...um, fox?'_

He heard Kyuubi snarl. **_"...as I said, it is pathetic to mourn over a loss. People come and go. It is life's nature. Do not waste what peace I have with thoughts of what or what not. You should know by now that it is impossible to save everyone,_ hero _. If you continue to ruin my sleep, the only thing I am able to do in this blasted cage, I shall make you suffer! This is not a warning, but a promise.'_** It then went silent, leaving Naruto mentally alone.

Naruto frowned, wondering what was up with the fox, but decided not to worry about it. He sighed, as once more, Kyuubi was right. He continued to worry so much about losses he experienced. Not that he could help it, with how just about everyone he meets or sees suddenly die or go through accidents. He wondered if he was truly cursed with something more than the typical "Parker Luck".

 _'I need a vacation.'_ He thought with a sigh as he closed his locker.

"Naruto!" Looking up, he saw Harry and MJ walking towards him.

"Hey guys." He greeted, swapping high fives with Harry and winks of greeting with Mary Jane.

"The whole school seems to be excited for the dance tomorrow night." Harry noted. Blinking, Naruto looked around, and just realized the activities around him. _'Wow, I was really out of it.'_

MJ shrugged. "Well everyone's looking forward to a nice relaxation after having to do so much school work, so it should be expected."

Naruto nodded in agreement. He could use a break too. Between school, training his abilities, ESU Labs, the Bugle and Spider-man...he could use a break. _'Well, nothing a bowl of ramen, junk food, and mind numbing movies can't cure.'_ He thought with a grin. Hopefully this time he could get a night to relax, unlike last time with Doc Ock. _'Of course, considering the 'Parker Luck', I wouldn't hold my breath.'_

The three walked toward class. Entering, Naruto saw Liz and took note of the nervous look she had. Seeing that she was worried about passing the test, he approached her. "Liz."

Looking up, Liz blinked at seeing the blonde. "Nary…" Naruto gave her a soft smile.

"Don't worry! You're a smart girl Liz, you'll pass for sure!" He told her in full confidence, giving her a cheesy thumbs ups. Liz giggled at that, smiling as her former worry instantly vanished.

"Thanks, Nary!"

Nodding, sat at his desk, just as Mr. Warren entered the classroom. "Alright everyone! I hope you studied hard for this test. If everyone's ready, let's begin."

* * *

 ** _Forest Hills Hospital_**

Curt frowned as he entered an empty operating room. Beside him was an older man with dark skin and balding grey hair. This was Dr. Nicholas Bromwell, the head physician. Curt looked at Dr. Bromwell with a heavy frown. "How is he, Dr. Bromwell? How's Max?"

Dr. Bromwell sighed, rubbing the top of his head tiredly. "I won't lie to you, Curt. What has happened to Mister Dillon is unlike anything I have ever seen before." He walked towards the operating table...where something laid on it, covered by a sheet. Curt looked at it, and frowned, a heavy pit in his stomach.

"Is that…" He hanged, unable to finish his question.

Bromwell sighed, placing a hand on top of the sheet. "I warn you, what you are about to see...it isn't pleasant."

Curt frowned. Taking a deep breath, he nodded. Taking that as his cue, Bromwell uncovered the top portion.

What he saw made Curt nearly vomit. Max... looked like something one would find in the sewers. Or a fireplace. His skin...was now blackened to the core, crisped and crumbled. Cautiously placing a hand on the chest, he flinched when he felt how hard it was. "My god…"

D. Bromwell nodded in agreement. He had said the same thing when he had first witnessed this. "The...large amounts of electricity, as from what you told me, had burned his skin completely to a crisp! And not just his skin. I had an x-ray done, and saw that he didn't have any blood in him. No doubt evaporated from the heat. He does still seem to have organs and innards, though. Not only that...but somehow, someway Max is still _alive_."

Curt's eyes widened to their limit. "What?! Are you sure?" Bromwell simply handed Curt his stethoscope. Putting it on, Curt placed the end on Max's chest. Listening closely, the scientist's eyes widened even more. "How is that possible?! Max took close to 3,000 high degrees of Celsius. One _billion_ volts of lightning, _empowered_ by the bio-electrical enhancement fluids! His organs should have been nothing but piles of goop! How?!"

Bromwell just shook his head. "A miracle? Nothing less than that. He seems to be in a coma. Trapped in a shell ‒ both literally physically and mentally ‒ with no known idea when, or even _if_ , he will ever wake up."

Curt sighed, shaking his head at what was happening. "This ain't no miracle, Bromwell. What if Max _does_ wake up? What is he to do? No, this is a curse...and it's all my fault. I never should have left the tank out! Or had Max work during the storm!"

"You can't blame yourself, Curt. You didn't know this would happen." Bromwell tried to reassure him, however Curt just shook his head, turning to the exit.

"But I should have." With that, he left. Sighing, Bromwell sent one last glance at Max's burned body, before leaving as well, shutting off the lights, leaving the still and silent room.

However, unknown to the two men, from Max's body, something _echoed_ from it. _A pulse_. And following it...an electrical impulse surged out across the body.

* * *

 ** _Midtown High_**

The bell ringing, students began to leave, all talking amongst themselves about the current test, and how they believe they had done. Standing up with MJ & Harry, Naruto felt a tug on his shirt. Turning around, he saw Liz standing behind him, hugging a textbook. "Hey Liz, what's up?"

Liz gave Naruto a wide smile. "Nary, I wanted to thank you again for tutoring me the other day. With your help, I am confident I did well!"

Naruto smiled at her. "It's my pleasure, Liz. And I know you would get a great score. As I said, you are a smart girl." Liz blushed, timidly brushing a lock of hair behind her ear.

"Thanks, Nary."

"Miss Allen!"

The two over at Mr. Warren, who gestured for Liz to come to him. Liz gripped the book tightly in worry when she saw he had a paper in hand. No doubt her test, already graded. Seeing her worry, Naruto placed a hand on her shoulder. Meeting eyes, Liz took a deep breath, and nodding. She approached the teacher.

Looking at her, Warren held out the paper to her. Gulping, Liz cautiously grabbed it, and slowly turned it over. Looking at the front, she gasped.

...a **B…**

She got, a B…

She passed!

Warren smiled at Liz. "Excellent work, miss Allen. Looks like the tutor really helped you." He said, before leaving the classroom.

Looking over her shoulder, Naruto peeked at the grade, and smiled, happy for the brunette. "Great work, Liz! Now you can go to the dan-oof!" He gasped as Liz crashed into him, nearly making him fall back as she hugged him tightly.

"Naruto! Thank you! Thank you! Thank you!"

Naruto rubbed the back of his head sheepishly, his cheeks burning by the very close contact. "Um...it's nothing, ya know." He shifted his eyes in discomfort as Liz continued to hug him. It didn't help that he could feel the heavy glare aimed their way from MJ.

 _Oh boy…_

"Hey, Parker!"

 _'And it just keeps getting better!'_ He thought sarcastically. Gently removing Liz off him, he turned around and came to face an angry Flash.

"What the hell are you doing hugging my _girlfriend_?!" The jock demanded, making Naruto sigh. _Troublesome._

"Calm down, Flash. It's not what you think. Liz was just happy that she passed and acted by instinct, that's all." He told the other blonde. However, by the look on Flash's face, he didn't believe him. But before he could say anything, Liz moved in between the two, gently pushing Flash away from Naruto.

"Flash! Nary's telling the truth! I passed the test thanks to him, and I was just thanking him!" She explained, showing her boyfriend her score. Flash looked at it, before looking back at Naruto, glaring at him suspiciously. Scoffing, he turned and walked away, making Liz frown and Naruto sigh. Liz turned to Naruto. "I'm sorry about that, Nary. I'm sure Flash didn't mean to do that." She tried to apologize for her boyfriend, but Naruto just waved her off.

"No big, Liz. Flash can be an idiot sometimes...many times, but I'm sure he's just concerned for you. Though he needs to learn to _think_ before he speaks."

Liz nodded, before she shifted her eyes to the side bashfully, brushing a strand of hair behind her ear. "Um…" She started. Naruto blinked and looked at her with a raised brow. "So yeah. Thanks for your help. I...uh, I guess I'll see you at the dance tonight?" She asked, a slight hopeful tone in her voice as large sweet brown eyes looked at him.

Naruto blinked at that, before shifting his eyes away, rubbing the back of his head in a nervous way. "Um...well you see…" He trailed off, not sure how to tell her he wasn't going to the dance. The way her cute brown eyes looked at him made it _really_ hard to tell her. Like he didn't want to see her frown or be sad. It was like how he couldn't tell bad news to MJ.

Such is the power of the female look.

Luckily, he was saved from saying anything, as MJ grabbed his attention. "Naruto! I need to talk to you!" She said, grabbing his arm and began to pull him away.

Naruto yelped at the sudden pull, but as he was being dragged, he called out Liz. "I'll talk with you later Liz! See ya!"

Liz stared after as she watched the redhead drag the blonde out of the classroom. She waved slightly. "Yeah, sure thing."

Outside, the two stopped once they were away from close ears. Naruto looked at MJ. "What's up?"

"There's a crime alert happening at a bank nearby." She told him. Naruto raised a brow.

"How do you know that?" He asked. MJ just smirked and held up her phone.

"I have the news app!"

"...Of course you do." He deadpanned. He should have figured his best friend would have a way to keep track of current crime to send him after.

Keeping her smile, MJ waved Naruto off. "Well? What are you waiting for, tiger? Go get them! Shoo!"

"But I didn't even get lunch!" He whined. He had several cups of beef ramen in his bag he wanted to eat!

"You can have your ramen after you stop the crime." MJ told Naruto, like a mother would tell her son. Naruto pouted at that, before he walked away, heading to the roof to change. All the while, grumbling about unfair redheads, and keeping him from the food of the gods, making MJ giggle.

Meanwhile, as the two were talking, Harry approached Liz and Sally who stood by the lockers. He got their attention. "'Excuse me girls. Mind if I have a minute?"

Sally narrowed her eyes in suspicion at the rich teen. "What do you want?" She asked, glaring at him. Seeing the suspicion in her eyes, Harry quickly raised his hands in peace.

"Nothing bad, I promise! I just wanted your help in something." He told them. Liz, the kinder of the pair, tilted her head in confusion.

"What kind of help?"

Harry rubbed the back of his head. "Well, you see...Naruto is indecisive on going to the dance tonight." Liz eyes widened at that, before frowning, looking down in disappointment. She had hoped to have a chance to dance with the blonde… Luckily, what Harry said next cheered her up. "Now, being his best guy friend and all, I know the guy's too hardheaded to change his mind. However, I have a plan to get him to go to the dance. I just need your help to convince Mary Jane to go as well."

Sally raised a brow at him. She could instantly see where he was going with this...and she wasn't against it.

The dance was a perfect place to get Naruto Parker and Mary Jane Watson hooked up. She, like many others in the school, were holding bets on when and/or where the two would finally confess their feeling to the other. She betted on the dance, and this was her chance to get her winnings. She grew a smile as she nodded at Harry. "Alright, we'll help." Beside her, Liz nodded.

She just might have her desired dance with her crush just yet!

* * *

Naruto continued to grumbled as he swung through the city, grumbling about redheads and the power they held over him. "This better be a small men crime. This spider wants his ramen."

He passed over Forest Hills Hospital, unknown of what was occurring inside.

In the empty operating room, the covered, burned shell that was Max Dillon was still, no signs of moving or twitching. As still as the dead. No doctors or nurses currently walked the section's halls. If many were to enter and witness the... _thing_ currently laying on the operating table, they would think of it as a science experiment gone wrong. Labeling the shell as a man long since deceased. A fossil, collecting flies and dust in its wake.

However, they would be wrong to assume he was dead.

 **(Play "The Amazing Spider-man 2 OST - The Electro Suite")**

Suddenly, the lights from a lamp sitting on the wall counter, and ceiling lights, began to _flicker_. Their bulbs flickering on and off. Electronic equipment that were off, suddenly blazed to life, the electric saw buzzing sharply on the counter.

Attention was drawn to the 'corpse', as electricity began to buzzed wildly around it, bolts running all over its surface. Cracks began to appear as the hard shell began to open little by little, a bright light shining through the cracks. Just then, the shell burst, as the thought to be dead Max, broke through in a startle. He gave a startled shout as he fell over the table, hitting the ground. Pieces of the shell clinging to him shattered upon impact. Max acted wildly, snapping his head left and right in a panic.

Everything was so strange! To his vision, the walls and ceiling glowed in bright lines. Every light bulb in the room glowed brightly, before shattering, startling him. He began to hyperventilate as he back-peddled. His mind ran wild as he tried to gather his thoughts. He didn't know where he was! Last thing he remembered was fixing the machine for Curt Connors, his drill fell on the console, and then...pain. A lot of pain! That was it! Everything else after was _darkness_.

His back hit the wall of the counter, and when it did, electricity bursted from the impact, bolts hitting everywhere. **_"What the?!"_** He questioned, not taking not of the change in his voice. A sort of muffled _echo_ sound. Above him, the buzzing saw vibrated over the edge, before falling off on Max. Max, seeing this, shot his arms over his head for protection. Suddenly, before the saw could hit him, it was halted inches away, caught in mid-air by a shower of electricity shooting out of his arms. Max watched in amazement as static ran through the tool, before it soon shot off to the side, hitting the wall and falling to the floor with a clatter.

It was then that Max took notice of his arms. Where once tan colored skin laid, was what looked like _blue glowing skin_ , veins clearly visible through the glowing limbs. His arms glowed in a shifting display of blue, light blue, and white, from his finger tips to his elbows and up. His eyes followed his arms, to his chest. The same display of color. He looked at his legs, his waist ‒ also taking a horrific notice of the lack of a certain _thing_ between his legs! ‒ his whole body was changed!

Looking around, he spotted a small mirror laying on the floor. He quickly crawled to it, ignoring the static that scattered whenever his hands or knees hit the ground. Grabbing the mirror, he faced it. What he saw made his eyes widened as he gasped in horror.

His hair was completely gone, leaving only a _blue_ bald head, dark blue and white veins covering his cheeks and scalp of his glowing blue head. Any source of facial hair was just gone. His eyes, once brown, were now glowing light blue. _Electric_ blue. **"My god..."** He muttered, and finally noticed his voice. He shakily stood up, nearly falling back down as he looked himself over, looking at his arms and witness bolts bouncing around his limb, and over his whole body. With a shaking hand, he reached up, and felt his skin. At least, what used to be his skin. He felt _something,_ but it wasn't skin. It was solid, but felt more like a false skin covering. And the feeling...it was hollow, like touching a bubble.

He gritted his teeth. With a roar of anger, he threw the mirror hard against the wall, the reflection shattering. The static covering his body reacted to his anger, as bolts shot out of him, hitting the walls and floor with impacts hard enough to crack the surface. Max stood there, breathing heavily as the rush of emotions swam through his mind. He gritted his teeth ‒ or at least what appeared to be teeth to his mind ‒ in anger.

He couldn't even muster up any tears!

 **"...I'm a monster..."** He muttered to himself, clenching his fists hard. He then looked around. He spotted a carrier with clothes in them, and quickly grabbed what he could.

He needed to get out of there.

* * *

 ** _Parker Residence_**

After stopping the crime - which was just a small robbery - Naruto returned to school, just in time to eat his precious ramen. While the crime was minor, he still took some pics to give to Robbie for some small change. In greater news, classes were canceled for the rest of the day in preparation for the dance. Even more, students were given the choice to help finish decorations for extra credit. He had decided to help with decorations, not for the extra credit - not that he needed it - but just to help. Just because he wasn't going, didn't mean he couldn't land a hand.

Arriving at home, he spent his free time doing what he always does when he is free from crime-fighting and doesn't feel like working at his lab.

Jacket off? Check.

Shoes off? Check.

Pants off? Check.

Computer on and on site? Double check!

Now it was time for Naruto Parker's weekly 3-Hour Anime fest. A nice serving of steaming cups of ramen, a plate of Aunt May's warm cookies, and sitting in your briefs; what more could one need to make them feel comfortable?

And best of all, crime was silent, so there was no more need for Spider-man to make an appearance. Which was good, as forecast called for rain later on.

There was Heaven.

And then there was Parker Heaven.

So, leaning back he started his _Naruto Time_. Nothing would ruin it! Nothing!

"Naruto dear."

Hearing the call of his aunt, Naruto's eye twitched. He totally jinxed himself. He only had himself to blame…

Getting up, he grabbed a cookie, and taking a bite, he moved to the door. Popping his head out of his room, he saw Aunt May walking toward him. He saw that she had a black box in her arms. Taking his cookie out of his mouth, he responded to her. "What's up, Aunt May?"

His aunt stopped in front of him, giving him her usual sweet smile. "Well, I heard there was dance at your school, and was wondering why you weren't going." She asked, a concerned look on her face. Naruto rubbed the back of his head.

"Well, I didn't see a use for it. They're pretty boring, ya know. Besides, I didn't want to leave you all alone in the house. So I thought I would spend the night with you." He said. May smiled at her beloved nephew, placing a hand on his cheek and rubbing it softly. Naruto smiled at her warm tough. It was times like this, his aunt reminded him of his mother with her love. Sometime, she felt like she **was** his mother, and he loved her very much.

He didn't know what he would do if he lost her too...

"Oh sweetie. While I do appreciate your kindness, I simply cannot allow you to miss a fun event. So I want you to go. Please, for me."

Naruto frowned, not sure about that. However, he could not deny her. Especially when she gave him that motherly look. Woman could bring the Hulk to his knees with the look. So with a sigh, he nodded. "Alright, Aunt May."

Smiling, May handed him the box. "Great! Now, I took the privilege to get you this." Looking at the box in confusion, Naruto opened it up, and saw that inside was a tuxedo. He blinked, seeing it was in his size, as well as looked brand new. He looked at May, the question in his eyes. "I got that for you sometime last week, and had it delivered yesterday. Now get dressed, someone important should be here soon." She said, and gently pushed him into his room.

"Wait, who? Were you planning this?" He questioned, but didn't get an answer. So he had no other choice but to change into the tux.

Soon, Naruto stepped out of his room, wearing his black suit. It was the normal black vest and pants, white undershirt, and black tie. He pulled on his collar with a frown, before deciding to just unbutton the top button and leave the tie loose. He wished the thing had some orange on it, it was his color! An orange tie, was that too much to ask? He tried to comb his hair, but knew it was a losing battle before it even began.

Nothing could tame his wild locks.

Walking down the stair, he saw May at the bottom, a happy smile on her face. "You look fabulous dear!" She commented as she walked over and fixed his tie for him. Naruto sighed.

'I feel more like a monkey.' He thought. He then heard a snort in his head. 'You be quiet!' He thought, preventing the knowing comment from the asshole in his head.

 **DING!**

May's smile widened. "Ah! That's her! Answer it dear!" May told him, gently pushing him toward the door with some eagerness. Naruto raised a brow at her mood as he walked toward the door.

"Wait, 'her'? Her who?" He asked as he opened the door. Looking at who was outside, he froze. His brain was in the process of short circuiting as he stood in place.

Standing on the porch of his door, was Mary Jane Watson, wearing a black, silk dress, that hugged her nicely, showing her curves and nice hips. The top was tied by strings that went around her neck. Her hair was washed and shining in the night light, and she had some blush on her cheeks that turned a bit redder. On her lips, were a nice amount of lip-gloss. She had her black purse.

Seeing the state Naruto was in, MJ smirked at him. She gave him a wink. "Face it Tiger, you just hit the Jackpot!"

"..."

Naruto was silent, frozen in place, not able to comprehend what he was seeing. Meanwhile…

 **"WHY THE HELL IS EVERYTHING ON FIRE?!"** Kyuubi shouted, as he watched the mindscape burst into flames.

* * *

 ** _(An Hour Ago - Watson Residence)_**

Dresses laid on the bed, Mary Jane watched as Liz and Sally worked on getting ready. After school the girls decided to make one last minute quick stop at the mall.

Since her house was the closest to school of the three, they decided to get ready there. And it wasn't just the three of them. Making some calls, Kong's girlfriend Glory Grant, as well as Debra, joined them. Using the redhead's shower, the girls took turns, with Sally currently in, while the rest were now applying their make-up.

"I still think you should come to the dance too, Mary Jane." Liz said as she used the mirror to apply her make-up, Glory sitting beside her, applying lipstick.

On the bed, Mary Jane smiled as she helped do the nervous Debra's hair. "Liz, for the last time, I'm fine not going. Debra, please stop squirming."

Debra sighed as she held still.

Glory smiled at the blonde intern. "You excited to be going to the dance?" The girls had gotten to know Debra as they got readied, though it was small stuff as the blonde tried not to get all geeky. Yeah, that tended to push non-science geeks away…

Debra gave a small smile that held some nervousness. "I suppose. Though I wonder if this dance will be as enjoyable since I don't have anyone to go with." She muttered the last past, frowning.

Hearing that, MJ frowned. Putting the brush down, she wrapped her arms around Debra's shoulders, pulling her into a comforting embrace, taking the blonde by surprise. "Hey! You're not going alone! Liz and the girls will be there with you!"

"Yeah, girl! We can have loads of fun!" Glory agreed with Liz nodding. Debra looked at the girls all smiling at her, and a smile of her own grazed her face, glad she got to meet such great friends.

"Thank you."

At that moment, Sally came into the room, finished with her shower and drying her hair. "Alright, let's get dressed." She said, with the other girls agreeing.

MJ watched as the girls left to get changed, the thought of changing in front of others, even if fellow girls, being weird for them. Sally went to change in the bathroom, Liz changing in her aunt's room, and MJ leaving Debra to change in her room. She waited in the living room. As she waited, she tried to ignore the gripping feeling in her stomach, the feeling of envy and sadness not letting her rest.

Was she sad, angry, but mostly sad that she wasn't going to the dance? Yes, she would admit it. Was she mad at Naruto for having the large part on her not going? No. Well, maybe a little. She had so been looking forward to her plan of dancing with him under the spotlight, him holding her close, staring into her eyes with those big blue ones, as the music whispered softly in the background.

Was it wrong for her to want to be a bit selfish and have the whiskered blonde to herself tonight? _'I mean, Aunt May is by no means an old woman. She can take care of herself. The woman went surfboarding with us during the summer vacation in Alaska and did more flips and jumps as Tony Hawk!'_ That wasn't to say she didn't understand where Naruto was going, being protective of his aunt, as she was his last living relative - he didn't know any other relatives on his family as his parents and aunt and uncle never talked about them - she was the same with her aunt.

She was still not happy that Naruto chose taking care of his aunt over a dance with her…

Sighing, she leaned back on the couch, staring up at the ceiling.

Night at the Pear, ruined.

Night at the Dance, ruined.

Progress in revealing her feelings...0.

 _'Damn Parker Luck.'_ She thought, blaming Naruto for passing her his family curse.

The sound of steps approaching her caught her attention. Looking forward, she smiled when she saw the girls ready and dressed up.

Liz was wearing a black dress with a red sash around her waist. The dress parted somewhat on the side, showing some of her legs, with black heels. A soft red blush powder on her dark tan cheeks and red lipstick, and a soft amount of eye liner. Her hair was pushed back from covering her face and done in a braided ponytail.

Sally wore a light pink dress top with the bottom half being a darker shade. The waist wrapped tightly enough with a dark pink sash. Her hair was pulled up in a bun with some bangs framing her face, which had some soft makeup. On her feet were red heel shoes.

Glory was simple in appearance. She wore a yellow dress and yellow heels. She wore only make up, denying any blush or powder.

Finally, was Debra. And needless to say, she was going to turn heads! Gone was the scientific 'nerdy' blonde in average clothes, and in her place was a beautiful, gorgeous woman. Firstly, she wore a dark red dress that clung nicely to her form, showing the curves her regular clothes hid. Over the dress she wore a small dark blue jacket, only reaching her chest. On her feet were blue heels. Her hair was no longer in her usual ponytail, now loose and letting her blonde curls fall over her shoulder. Her glasses were also gone. She wore contacts, letting her blue eyes - nearly the same shade as Naruto's - in full view. All in all, Debra was hot!

"Wow! You girls look great!" MJ commented.

Sally smirked, a hand on her hip. "We are definitely going to be knocking guys out tonight!" She said declared proudly, making Liz giggle and MJ roll her eyes. Debra was shifting around in discomfort. She never wore a dress before, unless it was a family wedding.

"I feel weird. You sure I shouldn't wear my glasses?" She asked. Glory placed a hand in her shoulder.

"Of course girl! You look way better without them. Makes your eyes pop!" Liz nodded.

"Totally!" She then looked at Mary Jane, a grin forming on her lips. "And now it's time for MJ to get dressed!"

MJ raised a brow at Liz. "Dressed for _what_?" She asked, getting a feeling in her gut. Liz smiled at her.

"For the dance of course!"

MJ gave a groan. She should have known. How many times does she have to repeat herself?! "Liz! For the last time! I'm **not** going!"

"Because Naruto's not going?" The Hispanic descendant asked.

Mary Jane tried to hold in the flinch, she really did, but it was clearly visible. It was obvious, her reason for not going to the formal dance. What was the point, if the object of her affection was not there to enjoy it with?

Pathetic, she knew, but that was how she felt. Sure Harry and her friends would be there, but somehow, without Naruto being there with her, the whole things felt... _dull_. It was like Naruto was the light that shined the room whenever he was there. Like a fire that warms her with his presence.

At least, that's what she believed.

"Well, that's about to change!" MJ looked up at Sally, who had a weird smile on her face. The kind of smile someone had when they had a secret, and were eager to reveal it. Looking at Liz, the brunette had the same look, but to a lesser extent as the blonde. Meanwhile, Debra and Glory stood confused, not knowing what was going on. Looking at each other, they shrugged.

MJ narrowed her eyes in suspicion at the two. "And what do you mean by that?" She questioned.

Keeping her smile, Sally took a seat on the couch beside the redhead, Liz going on her other side. Meanwhile, seeing as they were out of whatever was going on, Glory and Sally went to MJ's kitchen for a light snack before they had to leave. "Well…" She dragged on, much to MJ's annoyance. "You see, it was pretty obvious you were very disappointed that Parker wasn't going and decided not to go yourself. So your friend Harry came up with a plan to get Naruto to go."

MJ raised a brow at that. How was Harry going to convince Naruto to go to the formal? When it comes to his aunt, Naruto was very stubborn about her happiness. "Oh really? And what's Harry's plan?" She asked skeptically, not allowing any hope to rise in her.

Liz tapped her chin in thought. "Well, he didn't explain much. All he said was that he was going to call someone and have them convince Nary to go to the dance. He didn't say who, only that Nary would listen to them."

MJ blinked at that. She wondered who this person that Naruto would listen to and do as they say was?

. . . .

Of course! Aunt May! If she told Naruto to go to the dance ‒ especially when she gives that loving mother look ‒ he would do it.

She had to hold in the reflex to facepalm. Why didn't she think of that?!

She suddenly stopped, blinking. _'Wait! If Aunt May convinces Naruto to go to the dance…'_ Once more, hope rose in her chest.

Suddenly, her house phone began ringing. Getting up, Mary Jane walked toward it and answered. "Hello?"

 _"Mary Jane dear? It's May."_ The voice of May Parker replied.

"Hello Aunt May, how are you?"

 _"Fine dear. I'm just calling as I had been notified of a dance happening in your school. Now I know you are going, right?"_

MJ shifted uncomfortably at the question. "Well…"

 _"Now now! A dance is an exciting event in a young woman's life. I was very excited when I went to my own high school formal, so it's only well that you go to yours. You and Naruto. A fun night with your friends."_

"Well, Naruto said he didn't feel like going...so…"

She heard a sigh from the other end. _"Honestly, that boy needs to go out and not spend so much time it's his lab or room. He needs adventure in his life."_

 _'Oh trust me, he's getting plenty of adventure.'_ MJ thought with a sweatdrop, knowing the blonde's new secret after school activities.

 _"You leave my nephew to me, dear. You get yourself ready and come over in an hour. See your then!"_ And before the redhead could say anything, the elder Parker hanged up. Blinking, Mary Jane looked at the phone, before hanging up. She looked at Liz and Sally, who giggle at her expression.

"Um, I guess I'm going to the dance." She said with and growing smile, excitement bubbling in her chest.

Sally clapped her hands with a smile. "Great! Well, we better get your ready!"

However, it was then that Mary Jane realized something. "Wait! I don't even have a dress!" She exclaimed.

However, the smiles on the teen girls did not drop. In fact, they grew. "Oh, I won't worry about that!" Sally said mysteriously. Looking at Liz, she gave her a nod. Getting up, Liz went back toward MJ's room, with the redhead look after her in confusion. Later, the brunette came back, with her bag she brought in hand.

Opening the bag, Liz took out something that made MJ's eyes widen.

It was the dress she saw in the mall!

"What?! How?!" She asked as Liz passed her the dress. She looked at it in surprise, feeling the silky material on her fingertips.

Sally explained. "Well we knew how much you wanted the dress, so Liz and I put our money together to get it for you. We wanted to surprise you with it."

MJ looked at the two with wide, tear filling eyes. She couldn't believe they would do this for her. "Guys…thank you."

"What are you waiting for?! Go put it on!" Liz urged her. Nodding, MJ ran off to her room to change, a spring in her step.

* * *

 ** _Back in the Present_**

Mary Jane Watson stood in front of the blonde Parker with an amused glint in her eye occupying her smile, her cheeks burning under the flush she put on as the dazed Naruto continued to stare at her with a slack jaw.

Well it would seem he liked her dress.

She also took the chance to eye his appearance, and liked what she saw. _'Could use some orange. Maybe an orange tie. It suits him.'_

Naruto was rubbing off on her.

After several more seconds of silence, Naruto was finally able to reboot his brain. Shaking his head, he looked at MJ in surprise. "Mary Jane?"

MJ smiled at him. "What do you think, Tiger?"

Naruto gulped, not able to help himself as his eyes trailed the form of his best friend. Was it him, or was it getting hot? "U-um…" He cleared his throat, as it came out squeaky – much to Mary Jane's amusement ‒ "You...look amazing, MJ. You're really beautiful." He finally said, staring into her emerald green eyes.

MJ blushed at the comment, but smiled big either way, happy she was able to get his attention on her looks.

This was progress.

"So, ready to head to the dance?" She asked. The girls decided to head there together. Sally called Randy to pick them up and drive them. MJ was offered a lift with Naruto, but declined, as she had called Aunt May, and the woman insisted she would drive them. She debated the thought of Naruto swinging them over there, but decided that would mess up the dress and hair, and she wanted to keep looking good for the night.

Naruto nodded. "Yeah!" A nice night without Spider-man having to make an appearance. He just hoped this won't be like with Coney Island, and something unexpected happened…

He just jinxed himself again, didn't he?

Behind the two, Aunt May approached with a smile, and camera in hand. "Alright you two! Before we go, how about a picture?" She suggested. The two nodded and stood in front of the doorway. They stood, smiling at the camera, Mary Jane wrapping her arms around Naruto's hugging the arm deeply - much to the latter's embarrassment. May continued to take several pictures, while mentally commenting on how cute the two looked together. Oh how she hoped they would finally get together.

After taking a dozen photos, making a reminder to have them printed and placed in her photo album, May was done and grabbed her keys. "Alright then, let's go!"

The ride to the school was peaceful. Naruto and MJ sat in the back, having a small talk on how Naruto's new suit was, and any adjustments they wanted made - Naruto dropping an idea of a cape… - and how Robbie at the Bugle was loving the new Spidey pics. MJ even hinted that she had some ideas of making different versions, not that Naruto understood why.

Maybe it was a girl thing?

They also conversed with Aunt May, not leaving her out. They even planned on possibly heading to the beach sometime next week, the three of them.

Soon they made it to the school, and May dropped them off, wishing them an all too happy farewell, and 'good luck', that left them blushing.

And so, standing in front of Midtown High, with other students or teachers - each dressed up nicely - the two were left in an awkward silence.

This wouldn't be the first time they had went to a dance together, as they had gone to several dances and fundraisers together in middle school.

However, this time, it felt...different. It felt... _weird_. They felt nervous, and didn't know why. They glance at one another, meeting eyes, and quickly looked away. Naruto cleared his throat while Mary Jane rubbed her arm nervously, her cheeks burning red. "...I guess we should head in. Ya know, before it starts to rain…" Naruto offered, rubbing the back of his head. MJ nodded silently. Looking at her, Naruto pushed down the nervousness he felt, and smiled at her. He extended his hand toward her. Mary Jane looked at it, before looking up at his blue eyes. Seeing his smile, it was infectious as one appeared on her face. Nodding, MJ placed her hand on his, their fingers entwining.

Together, hand in hand, the two walked toward the school.

* * *

 ** _Meanwhile_**

Max Dillon was confused and lost, the sky above rumbling in preparation for showers. Even with the darkness of night, everything seemed bright to him. His glowing blue eyes witnessed the moving energy in all things mechanical. Seeing the burning electricity within. It called to him. He felt...a _hunger_ for it.

Walking down the empty street, his form hidden by a hoodie and pants he got from the hospital. It had not been easy to make it out undetected. Had a few calls, but he managed to get out.

As he walked, his steps unsteady as he staggered around, the cars parked on either side of the street began to blaze their alarms, their systems kick starting at his presence.

He shook his head at the loud sirens as they rang in his ear. With shaky steps, he approached a nearby car. He placed his hands on it, and suddenly felt a _surge_ of power enter him. Meanwhile, the alarm of the car began to decrease, the blinking headlights dimming, until they were out, and the alarm died. The power in the car was completely drained into Max.

Max raised his hands up, watching as blue static arch through his fingers. However, it wasn't enough.

He needed **_more_**.

Raising his head, his eyes traced the electrical circuits underground, following them to the far side.

Toward the city.

The City of Light.

The City of _Power_.

With a shaky breath, he began his walk towards it. The sky sparking in hidden lightning in his wake.

* * *

 ** _Midtown High – Gymnasium_**

Entering the gym, Naruto and MJ instantly saw all the decorations hosted up, streamers decorating the ceiling, strobe lights, catering stands on the sides, some tables set up in the corners, enough for just about everyone, but leaving the center space wide enough for dancers, and lastly a DJ at the end side. All in all, it was a fun looking setting.

"Naruto! Mary Jane!"

Looking to the side, the two saw Harry in a suit approaching them.

"Yo, Harry!" Naruto greeted, holding a fist up as Harry fisted it. Harry looked at Naruto with a grin.

"So, whiskers. You actually came." He teased. Naruto glared playfully.

"Why do I get the feeling you are behind this?" He questioned. His only answer was a smirk. "I'll get you for this, Osborn." Naruto warned.

Harry shrugged the threat off easily. "Give me your best shot, Parker."

Liz approached Naruto. "Nary! You came!"

Naruto smiled at Liz. "Hey Liz!" He greeted, before seeing her dress. "Wow, you look great!" He commented, making Liz blush. He then noticed Debra and smiled. "Debra! You came! That's great!" He also noticed her change in appearance and had to admit she looked very hot. "And that's quite the change in looks. You look amazing." Beside him, Harry nodded in agreement as Naruto's co-worker looked very beautiful. He would have to get his friend to introduce him to her.

Debra blushed at all the attention she was getting since she entered the room, shifting nervously. "Um, thanks Naruto. Though I am not used to such attention."

Mary Jane smiled at female blonde. "Don't stress! Like Naruto said, you look amazing, and everyone thinks so too."

Naruto decide to leave the blushing and uncomfortable girl alone, and looked at his 'date'. "I'm going to get some punch; you want some?" He offered. MJ smiled at him and nodded. Nodding, he walked over to the catering as MJ mingled with the other girls. Approaching the punch bowl, he served up two cups. However, as he did so, he noticed something.

The hairs on his arms, feeling them through his sleeves, were standing on end, as a numb feeling went through his arms for a split second. He narrowed his eyes in suspicion, wondering what was that about. He shook his head, turning to head back to MJ.

It was probably nothing.

Heading back to Mary Jane and the others, he passed her the cup, getting a thanks from her. He passed some time talking to Harry and joking around a bit as the music sounded. Soon a song come up that had MJ smiling. She put down her cup on a nearby table, and grabbed Naruto's hand, getting his attention. She smirked at him.

"Come on, Tiger. Time for you to show me your moves." She said and began dragging him to the dance floor, leaving a laughing Harry.

The Osborn son then glanced to the side at Debra, and come up with an idea. Placing down his own cup of punch he had in hand, he approached the blonde. "Care to dance?" He asked with a smile. Debra looked at him in surprise, and blushed. He was asking _her_ to dance?! She couldn't! However, before she could deny, Harry gently grabbed her hand and began to lead her. "Come on! It'll be fun!"

 **{Play "Shut Up and Dance" by WALK THE MOON}**

Mary Jane laughed as Naruto and her danced to the rhythm. With his spider agility and equilibrium, his feet moved gracefully. Making him literally, _light on his feet._ She giggled as Naruto playfully span her around, before catching her in his arms.

As the two danced, laughing as they enjoyed themselves, they kept their eyes locked on the other. Their eyes reflected how happy they were to be able to dance with one another. A relaxation from the chaotic adventures the blonde had as Spider-man. It was _nice_ , being at the dance with their 'secret' crush.

 ** _"Oh, don't you dare look back.  
Just keep your eyes on me."_**

MJ mouthed the words as she danced, pointing to herself, making Naruto chuckled, and followed her lead, mouthing the next verse.

 ** _I said, "You're holding back,"_**

Smirking, MJ leaned in close to him.

 ** _She said, "Shut up and dance with me!"_**

 ** _This woman is my destiny  
She said, "Ooh-ooh-hoo,  
Shut up and dance with me."_**

As they dance, many other dancers would look over to them, most noticeably being Liz, Flash, and Sally. Liz smiled at the two, though she wondered if she could get a dance with the whiskered blonde. Flash and Sally were keeping an eye on them, due to the bet going on, on whether or not they would reveal their feelings. Sally, to see if any moves were made so she would win. Flash on the other hand, had made a bet with Randy against it. Their bet going in further and betting on something bad for the loser.

Loser dresses as a cheerleader on Halloween.

And Eugene "Flash" Thompson would not lose!

Meanwhile, off to the side, Harry glanced over at his two friends, smiling at their closeness, before turning his attention back on his own dance partner. Debra bit her lip, as she danced awkwardly in her opinion. However, Harry just grabbed her hand and led her in the steps, making her blush hard.

Soon the song came to an end and changed. This time, the rhythm was slow.

 **{John Legend ‒ All of Me}**

Seeing it was a slow song, Naruto and MJ blushed as everyone around them slow danced. Rubbing the back of his head, Naruto looked at the redhead. He held his hand out to her. "May I have this dance?"

Mary Jane blushed, but smiled and nodded. Placing her hand on his, Naruto pulled her close, the redhead responding by slowly wrapping her arms around his neck. They blushed at the close contact, but smiled either way.

 ** _What would I do without your smart mouth?  
Drawing me in, and you kicking me out  
You've got my head spinning, no kidding, I can't pin you down  
What's going on in that beautiful mind  
I'm on your magical mystery ride  
And I'm so dizzy, don't know what hit me, but I'll be alright_**

Everything around them seemed to disappear, their attention solely on one another. Mary Jane closed her eyes halfway, smiling at Naruto. He looked so handsome, the way his golden blonde hair seemed to glow when the light hits it, and his azure blue eyes that could put oceans to shame. Naruto was the same way, staring into her emerald greens. The powder blush laid against her freckled cheeks. And her long red hair, something that had always captivated him, swayed hypnotically with every movement.

 ** _How many times do I have to tell you  
Even when you're crying you're beautiful too  
The world is beating you down, I'm around through every mood  
You're my downfall, you're my muse  
My worst distraction, my rhythm and blues  
I can't stop singing, it's ringing, in my head for you_**

"You're beautiful, Mary Jane." Naruto muttered, but she caught it. She blushed hard at the sudden statement, and buried her face to hid it against his shoulder, but smiled.

 ** _'Cause all of me  
Loves all of you  
Love your curves and all your edges  
All your perfect imperfections  
Give your all to me  
I'll give my all to you  
You're my end and my beginning  
Even when I lose I'm winning_**

As they danced slowly to the rhythm, they thought back to all they had gone through in the year. So many twists and surprises, from Naruto getting bitten by the spider, to Doctor Octopus attacking Coney Island. If there was one thing Mary Jane wished she could prevent, it would be forcing Naruto to become a superhero in the first place. To force him to get caught up in such dangers and get hurt.

Naruto on the other hand, wouldn't have it any other way. Being Spider-man...he couldn't explain it, but when he puts on that mask…he felt almost _complete_. Like he **had** to do it. To put his life on the line and use his powers to help people.

Maybe it's because it would be something Uncle Ben would want him to do?

Power and Responsibility and all that.

But most of all...he knew he could handle being Spider-man...because he had Mary Jane there with him.

He didn't think he could do this without her.

Looking down at the redhead hiding her face against his shoulder, he smiled.

 _Most of all, he couldn't imagine a life without her._

He gently wrapped his arms around her, making her raise her head up and look at him. Looking at the other's eyes, they smiled. Unknowingly, they both thought the same thing.

 _Together, they can handle the dangers of Spider-man's life._

Soon the song ended, and the two separated, their cheeks burning from how close they were, their hearts beating miles per second. They head off to the catering to get a drink. They regroup with the others. Naruto then noticed that Flash and Kong were missing, making him narrow his eyes. "Hey, where's Flash and Kenny?" He asked Harry, who looked around and shrugged.

"Don't know. Didn't realize they left." He said as he took a bit out of a sandwich he grabbed from the catering. Naruto narrowed his eyes in suspicion, wondering what the arrogant jock was planning, before shrugging. Wasn't his problem.

Meanwhile, Mary Jane was speaking with the other girls. "So, Debra. You having fun in the dance?" She asked the blonde. Debra smiled and nodded.

"Yes, it has been a very interesting night."

Mary Jane smiled at that, before it turned into a smirk. "I saw that you were dancing Harry~" She teased, making Debra blush in embarrassment. "Was there something going on, or..." She questioned.

"No! I mean, he was just dancing with me! Nothing more..." The young scientist mumbled, her blush growing brighter by the second, much to the girls' amusement.

"Hey, Mary Jane…"

Blinking, MJ looked to the side and saw Liz looking at her, rubbing her arm in a nervous manner. "What's up, Liz?" She asked, wondering if everything was okay.

Liz bit her lip, struggling to say the words. "Um...can I talk to you for a bit? Alone?"

MJ tilted her head – a manner similar to how Naruto does it ‒ and nodded. She followed the brunette off to the side, some ways away from the others. "What's up?" She asked once they were away from earshot.

Liz twiddled with her fingers. "Well…you see. I was wondering if…" MJ blinked as she waited for Liz to say what she wanted to say. Taking a deep breath, Liz just went ahead and said. "I wondered if I could have a dance with Naruto!"

"...Eh?"

Liz bit her bottom lip, shifting her eyes to the side, rubbing her arm. "I said I wanted to dance with Naruto. At least once!"

Mary Jane was silent, wondering what she should say. She knew of Liz's crush on the whiskered blonde, and didn't know how to respond. She had planned to tell the blonde her feelings tonight, but did not expect the sudden interest the girl in front of her had in – unintentionally ‒ altering her plans.

Her worst fears were that Naruto did not feel the same way as her, and might instead hold feelings toward Liz ‒ talk about a punch to the gut.

A part of her wanted to deny Liz the offer, not wanting to cause any obstacles in her way. However, she just couldn't bring herself to.

Liz was her friend. Probably her best female friend out of everyone. Could she really deny her _one_ dance with the object of their affection?

Gah! Damn it Naruto! Why did you have to be so lovable?! Why couldn't you have been an average geek that had trouble finding a love life?!

Looking at Liz, MJ thought on her answer. She just couldn't say no.

"Alright, Liz." She said, making Liz give a wide smile. "I'll talk to Naruto about you wanting to dance with him."

"Thanks a lot MJ!"

As everyone was talking amongst themselves, Naruto was not paying attention. No, his attention was elsewhere.

He looked towards the door. Not directly _at_ it, but more like trying to look _through_ it. He didn't know what it was, but his _spider-senses_ were buzzing in his head. It was a low buzz, not like the usual buzz he gets in battle. It was like…his spider-senses were _warning_ him of something. Something not yet happening. Like a _foreboding_ feeling...

Warning him of what, he didn't know.

"You okay, Naruto?"

Snapping out of his daze, looked at Mary Jane, who looked at him with concern. He smiled at her. "I'm fine. It's nothing." He said, waving away her worry. He then saw she was nervous about something. There wasn't any physical display, but he could _sense_ it.

He wondered why he seemed to sense it.

 ** _"Always with the questions, brat. How annoying. You have obtained an ability from being my jailer. Negative Emotion Sensing. Now be quiet and let me sleep. This 'dance' bores me."_**

He sweatdropped. Well, that explains it. Good to know the lazy fox can be helpful for once.

"What's up?" He asked. MJ looked at him, before smiling softly.

"Well, it seems someone else would like to dance with you, Whiskers." She told him. Naruto blinked in surprise at hearing that. Someone wanted to dance with him?

"Who?"

MJ turned sideways and pointed over at Liz, who stood beside Sally. Liz saw Naruto looked her way, and jumped. She blushed as she waved timidly at him. "Liz?" He asked.

Mary Jane nodded. "Yep! She asked me if she could have a dance with you." She explained, before playfully bumping his side. "Well, aren't you popular tonight, Tiger." She teased lightly. Naruto rolled his eyes at her, before smiling at Liz.

"So she wants to dance with me?" He asked. He wasn't against it, of course. Liz was his friend and he wanted to have a great time with all his friends. He just didn't want Flash to see him dancing with his girlfriend and causing a scene over jealousy.

MJ once more nodded. "So, what do you say?" She asked. Naruto shrugged.

"Sure! It's just a dance." He replied. Mary Jane smiled at his acceptance of dancing with the Hispanic girl. She looked over at Liz, who was watching them with an anticipated look, and nodded. Liz's expression was one of great happiness. Naruto then walked over to Liz, and held out his hand as the next song began to play. "May I have this dance, Miss Allen?" He asked in a formal fashion.

Liz giggled and nodded, grabbing his hand. "Of course, Mister Parker." Naruto then led her to her the dance floor. Following them was Sally and Randy.

MJ didn't feel like being left out, and looked at Harry. "Want to dance?" She asked. Harry nodded, and MJ looked at Debra. "That okay with you?" Debra smiled and nodded.

"Yeah. I think I'm going to sit out for a while." She said, taking a seat on a nearby chair as MJ and Harry approached the dance floor.

 **{Passenger – Let Her Go}**

 ** _Well you only need the light when it's burning low  
Only miss the sun when it starts to snow  
Only know you love her when you let her go_**

Only know you've been high when you're feeling low  
Only hate the road when you're missing home  
Only know you love her when you let her go  
And you let her go

Standing in the middle of the floor, Liz wrapped her arms around Naruto's neck while he gently held her sides. As they gently moved with the song, they smiled at one another with Liz being very happy she got the change to dance with her crush. She knew she wasn't the only one who liked him, as it was obvious Mary Jane held feeling for the blonde, and maybe he had the same for her. However, even if it was just one dance, Liz was fine with that.

It wasn't hard to like someone like Naruto. He was kind, nice to just about everyone, great looking, strong, and brave. Not to mention he was a great guy to be friends with and you can always count on him. The fact that he was willing to help her pass her test so she could come to the dance added to that.

 ** _You see her when you close your eyes  
Maybe one day you'll understand why  
Everything you touch surely dies_**

Naruto smiled at Liz as he slowly spun them around. Tonight was a great night so far. He was glad he actually came. It was a great break in his life.

Unfortunately, it would not last forever.

* * *

 ** _New York – Times Square_**

Making it to Times Square, Max looked around in awe at all the lights and big screens surrounding the area. He moved swiftly around the mass gathering of people, some holding umbrellas from the light rain coming down. However, he did not pay them any mind, his attention solely on all the electronics. His eyes could see them all. See the mass gathering of electricity bouncing all around.

 **{Amazing Spider-man 2 OST – My Enemy ‒ Hans Zimmer}**

 ** _Something's Happening  
Mind destructing, Agony Inside Of Me.  
My Pulse Is Racing  
Mental Torture, Self Destroyer.  
Can't Ignore the Paranoia._**

His attention snapped to the current of electricity racing under his feet, underground with cables and circuits. All collecting in one spot, on an electrical junction box hidden down under.

His _hunger_ to absorb the energy possessed him, making him stagger over to where the box laid. Dropping to his knees, he hovered over the metal grate protecting it. With a sigh of need, he reached for it. Lightning shot out of his hands, hitting the metal, making him flinch. However, he pushed passed it, and grabbed the grate and pride it open, making those close by jump back in surprise. Not paying them any attention, Max grabbed the large cables. Instantly, sparks flew out as the large input of electricity in the box was absorbed into him.

He began to drain _all_ of the energy. Not just from the junction box, but from ALL electronics connected to it. The evidence was scene, as the large screens around began flickering.

 ** _Denying.  
The rising  
The crying.  
I'm dying._**

 _Take it all!_ The words rang in his mind as he continued to absorb. _Take ALL OF IT!_

* * *

 ** _Midtown High_**

The song had ended, and Liz thanked Naruto for the dance, her cheeks red as Naruto smiled at her. As Liz went to join Glory at the tables, MJ approached him. "Hope you're not too tired for one more dance with me, Tiger." She said with a smirk. Naruto grinned at her.

"Of course not, Red." He said as Mary Jane neared him, wrapping her arms around his neck as the song played.

 **{Everytime We Touch (slow version) – Cascada}**

 ** _I still hear your voice, when you sleep next to me.  
I still feel your touch in my dream._**

As they moved, Mary Jane blushed, averting her eyes from his.

This was it. She was going to tell him! No more waiting! No more distractions! She was going to tell Naruto Parker her feelings for him!

 ** _Forgive me my weakness, but I don't know why  
Without you it's hard to survive._**

"Naruto..." Said blonde blinked as he looked at the redhead. Mary Jane bit her lip, before forcing herself to look at his eyes. "There's something I have to tell you! Something I've wanted to tell you for a long time now!"

"What is it, MJ?" Naruto asked, his whiskered cheeks burning lightly.

MJ gulped, her heart beating hard against her chest. Alright! Here it goes!

 ** _'Cause every time we touch, I get this feeling.  
And every time we kiss, I swear I could fly.  
Can't you feel my heart beat fast, I want this to last.  
Need you by my side._**

"Naruto... we've been friends since, like, forever! Since we've meet in elementary school. We have been through so much together! I was always excited when I visited my aunt, because it meant I could play with you!" Memories of the time Uncle Ben built a treehouse in the Parker backyard, and the two would always play in it played in her mind.

 ** _Your arms are my castle, your heart is my sky.  
They wipe away tears that I cry.  
The good and the bad times, we've been through them all.  
You make me rise when I fall._**

"You have always been there for me when I needed you. When my father left me and my mom, and my mom died from heart disease. I could always count on you to cheer me up with your jokes and pranks." She continued, tears gathering in her eyes from the painful memories. Naruto frowned at seeing that, and gently cupped her cheeks, making her smile and lean into his touch. She pushed through and continued on.

 ** _'Cause every time we touch, I feel the static.  
And every time we kiss, I reach for the sky._**

"Naruto, you're my best friend! And I can't imagine my life if you weren't in it. You always make things seem safe, and just by being next to me, I feel like I can do anything."

"Mary Jane..." He muttered.

Mary Jane smiled as she looked at him.

"Naruto...I love you."

 ** _Can't you hear my heart beat so...  
I can't let you go.  
Want you in my life._**

Naruto's eyes widened immensely at the confession, his blush spreading, as his heart began beating in a fast pace. He froze in place, unsure of what to say or do. Fortunately for him, he didn't have to, as he suddenly felt something warm press against his lips.

Mary Jane was kissing him.

His blush grew, feeling her warm lips against his. He was unable to move as her arms tightened their hold around his neck. His hearing picked up soft gasps around him, but couldn't tell from where – perhaps everywhere?

 ** _'Cause every time we touch, I get this feeling.  
And every time we kiss, I swear I could fly._**

 _"I love you."_

The words rang constantly in his mind, over and over again.

She loved him.

Mary Jane Watson, the Girl Next Door, his best friend since _forever_ , loved him?

What should he do? What should he say?! She was kissing him, should he kiss her back?! _'Oh my poor spider brain?! This is too much for it to take!'_

He liked MJ, that much he knew. And it wasn't just _like_. In old school terms, he _like liked_ her! He just didn't know how to respond.

His smart Parker brain was dead right now.

 ** _Can't you feel my heart beat fast, I want this to last.  
Need you by my side. _**

He just decided to follow his heart. That's what his mother and aunt would want him to do, and his father and uncle would agree with.

His first order of business, respond in kind.

He wrapped his arms around her waist, and pulled her closer to him, deepening the kiss. That seemed to be the right choice, as MJ tightened her grasp. Her heart soared when she felt him kiss her back. The feeling telling her everything.

 _I love you too._

"Whoa!" Harry muttered as he looked at his two best friends kissing. He smirked at the sight. "About time."

Sally was trying to restrain herself from cheering. She won! She won the bet!

Glory smiled as she crossed her arms. "Well would you look at that?" She said, happy the two finally confessed. Beside her, Liz was having mixed feelings. She was happy her friend finally told Naruto, but was also jealous. She gave a fake smile, hiding her sadness.

Randy chuckled. Looks like he won the bet with Flash. _'Can't wait to see the look on his face.'_ He couldn't wait for Halloween.

All around, students and teachers who had been betting on the two, paid up. Some grumbling, others smirking or smiling at the kissing duo.

With said duo, after a few seconds, they finally separated. Their cheeks flushed lack of breath, and embarrassment. Blue and green locking eyes, they gave soft smiles, MJ pushing a bang behind her ear.

 _'Wow...'_ They both held their thoughts on the kiss. Better than they had imagined.

Naruto opened his mouth to say something. However, before he could say anything, the lights in the gym suddenly began to flicker on and off. Students began to murmur amongst themselves in confusion. Naruto looked up at the lights, narrowing his eyes.

"What's going on?" Mary Jane asked, looking around. Suddenly, the lights shut off, making gaps ring out. Naruto looked around, his eyes seeing in the dark. Just then, his spider-sense activated. He felt it pull on his brain, directing him somewhere. He looked towards the door. "Naruto?" Mary Jane asked, looking at him.

"Trouble." Naruto said, and began to head toward the exit. MJ frowned and followed him. They left the gym, leaving the confused people, as well as Harry, who was calling out for them. Running down the hallway, they passed a door, which soon opened and Flash stuck his head out, looking around in confusion. Raising a brow, he shrugged and went back in, heading toward a voting box, where Kong was stuffing it with papers with "Flash Thompson" on them.

Exiting the school, Naruto and Mary Jane looked around, and saw that strangely, all the lights around were flickering; street lamps, lights in houses, and fast food signs. Naruto narrowed his eyes as he looked around. "What's going on?" He heard MJ question. Suddenly the two heard sirens, and watched police calls shoot down the street, all heading in the same direction.

Naruto frowned. So much for a night to have fun. He looked at the redhead beside him. "MJ..."

MJ frowned at the night once more ruined, and closed her eyes. "Go." She muttered. She then opened her eyes and looked at Naruto, only to see him gone. Looking down, she saw his shoes and suit jacket on the floor. Sighing, she picked them up and headed back inside.

* * *

 ** _Times Square_**

 **{Continue playing Amazing Spider-man 2 OST – My Enemy ‒ Hans Zimmer}**

As Max continued to drain power, a nearby policeman took notice of what he was doing, and began to approach him, laying a hand on his sheathed pistol. "Station, I need a 10-85." He called on his walkie-talkie as he made his way. "Send out additional units to the south-end corner of Duffy Square." He gently moved people out of the way. "Everyone, I need you to move aside! Everyone move! Get out of the way!" He ordered as everyone cleared, leaving Max in full view. "Sir! I'm going to need you to get your hands away from the cables right now!" He ordered to Max, who ignored his call. "Sir! Get your hands away from the cable!"

Finally getting his attention, Max raised his head up to the officer, displaying his blue glowing face and head. The officer gapped at his appearance, and quickly brought out his gun, aiming at Max. "Hands where I can see them! Now!"

Quickly, Max stood up in panic, holding his hands up. **"No! Wait! It's not what you think!"**

"Stay right where you are! Don't move!" The officer demanded.

 **"Wait! This is a misunderstanding!"** Max tried to explain, as static arched from his body in response to his emotions. He took a step back.

"Freeze! I said don't move! Get down on the ground, now!" The cop shouted, aiming at him, his finger on the trigger.

Max took another step back, stepping into the street, Suddenly, a truck headed his way. Seeing it, Max's eyes widened, and raised his arms. **"No!"** Reacting, lightning shot out of his hands, and like back in the hospital, 'grabbed' vehicle. Seeing this, Max's eyes widened as he lifted the truck above and over him, before slamming it down on the other side of him. Everyone watching were shocked as some gave shouts of panic, and began to run away.

At that moment, police backup came as cars arrived at the scene, encircling Max. Getting out, they aimed at him, while Max tried to sort everything out. **"Wait! Don't shoot! Please!"**

"Get down on the ground, now!" One cop demanded.

 **"Please, hold up a sec!"**

Meanwhile, stepping out of his car, was a brown haired man, wearing a long sleeve white shirt with a protective vest over it. Making it to the front, he was handed a microphone. Turning it on, he grabbed Max's attention. "I'm police captain George Stacy! Get down on the ground with your hands behind your back. Any attempts to resist will be met with force."

 **"It's not what you think! Let me explain!"** Max tried to say. It got even worse, as a nearby camera filmed him, and his changed appearance appeared in every screen in Times Square. **"No! Don't!"** Max panicked, covering his face. It was bad enough he saw his monstrous appearance, he didn't want everyone in New York seeing it.

One policemen took out a gas can, and threw it under Max. "On the ground now!"

 **"No! Stop!"** Max tried as he backed away from the gas as smoke began to surround him. **"Wait! It's not my fault!"** However, no one would listen as more cans were tossed. He gritted his teeth, getting angrie by the second.

Until he could no longer stand it.

 **"I said STOP!"**

With a roar, Max unconsciously unleased a large wave of static around him, sending people back, and cars flying into the air. One cop ran as fast as he could, as one car flew toward it. He wasn't able to outrun it in time, and was about to be hit. However, before the car could smash down on him, Spider-man appeared and grabbed the car, landing in front of down man, holding the car easily over him. The cop looked on in awe at the display.

Spider-man looked at the cop. "That could have been messy." He joked, before he put down the car on its tires. Meanwhile, the cops took Max's display as an assault, and fired at him. Max covered his face with his arms, to protect himself from the bullet. Lighting shot out of his arms, and struck the bullets, evaporating them with high heat before they could hit him.

"Captain Stacy, tell all team members to hold their fire! Spider-man has arrived!" The cop Spider-man saved radioed on. At hearing that, George looked over and spotted Spider-man. While he had been against the web-slinger's actions, as he was against vigilantes, he decided to take word and hold his forces, wanting to see what he would do.

"All units, seize your fire! Hold steady, and wait for my orders!" He told his units. One by one, the police stopped firing, holding their positions.

As Max looked around in caution, Spider-man jumped up and squatted on the roof of the car. Taking out his camera, he took a picture of Max. "Yo, Sparkles! Say cheese!" He called out, getting Max's attention. Taking another picture, he put his camera away. Take any opportunity you get. "Don't you know it's not Fourth of July yet?"

 **"It's, it's you! You're...that Spider-man guy! The one on the news!"** Max said, now that things had calmed down a bit. He still kept his guard up in case anyone shot at him.

Spidey nodded. "Yeah, that's me. You seem to have cause quite a scene, buddy. Want to talk about it?" He asked, wanting to keep things calm. There were too many people around, and anyone could get hurt.

 **"This, this can't be happening."** Max muttered as he looked down at his hands. **"None of this should be happening!"** He shouted as he grabbed his head. Lightning bounced off him in his anger, making the police tense, preparing to fire, but were held off by the captain. The lightning hit the wet ground, electrocuting the water and spreading static, even more when it hit metal grates.

Spider-man held his hands up to him. "Okay! Okay! Calm down! Why don't you tell me what's going on? Maybe I can help?" He asked as he watched the bolts pass under the car, tracing them as they stopped just at the steps behind him, where people were stationed.

It seemed to work as Max seemed to calm down. **"Th-There was an accident. An explosion! I don't know what happened. Next thing I knew I was...this."** He said, gesturing to his blue skin.

Spider-man looked at him. An explosion? Could it be? "You have a name?" He asked, wanting to make sure.

The blue-skinned man nodded. **"Max. Max Dillon."**

Behind his mask, Naruto's eyes widened. "Max?" He muttered. Could this really be Max? Dr. Connors said Max was hit by a massive amounts of electricity, and was nothing but a burned corpse! How in the world could he be standing here, in front of him, alive?! Let alone with blue skin? "You're Max Dillon? But...it was said you died!"

Max gritted his teeth as he recalled that night. He was working on ESU Lab's bio-electrical filters. There was an error, and the next thing he knew, was _pain_. He crashed into the tank beside the machine, and then...nothing. He woke up at the hospital after that. **"I am. Or at least I was! I don't know what happened!"** He shouted in frustration at everything that was happening.

Unknown to the two, a sniper was set up high under a mega television, aiming his gun at Max, looking through the scope. "I've got visual on the target. Shall I fire?" He asked Capt. Stacy through his comm.

 _"Negative. Wait for my mark."_

Spider-man hopped down from the car, and carefully approached Max. "Alright Max. I don't fully get what's going on, but I want to help you. Okay?"

Max was silent as he looked at his hands, as static began to coat it. **"It's strange. My skin...is gone. But…I can feel it. Power...so much of it..."**

"Max, stay with me buddy." Spider-man tried to keep him on the level. "I know you don't want to hurt anyone."

Max gritted his teeth as he glared at the cops. **"They shot at me!"**

Spidey quickly held his hands up. "I'm sure it's just a misunderstanding! They aren't going to hurt you! No one's going to shoot you!" He looked at the cops, at Capt. Stacy. "No one shoot! Okay?! This is all just a big misunderstanding!" He shouted at them, meeting eyes with George, who narrowed his. Spider-man looked back at Max. "Listen, why don't you come with me? We can get you some help? We can find someone who can help figure out a way to get you back to normal."

Max narrowed his eyes. **"Normal? Nothing is normal about me anymore! My skin, it's gone! I don't even know what this _thing_ covering me is anymore!" ** He shouted in anger, making bolts shoot out of him.

The sniper took that as his cue and fired, hitting Max on the shoulder.

"No! Stop!" Spider-man shouted, seeing the sniper. He looked back at Max, who gritted his teeth in anger, the bullet evaporated before it could hit him. However, it had done its job, and angered him. Electricity building up in his hands, he turned and launched bolts of lightning at where the sniper was stationed. "Max, stop!" Spider-man shouted as bolts hit where the man was. He managed to get out of the way in time, but the lightning melted the iron bars. Spider-man shot a web-line, grabbing Max's hand, and pulled it back.

However, he did not take into consideration the electricity in Max's hands traveling through the web and heading toward him. Eye widening, Spider-man gave a shout as the electricity hit him, and launched him back, hitting the police car. He groaned from the impact, as he fell to the ground, broken glass showering him. Looking at his left arm, he cursed as his web-shooter smoked, webbing exploding out of the canister and covering his wrist. "Okay, that's not good. Note to self, make electric proof webbing and shield shooters with rubber." He muttered. Hearing a sound, he looked to the side, and his eyes widened when he saw the mega-tv Max shot at began to fall out of its supports, falling down on a policeman under it. "Crap!" Getting up, he shot a web-line out of his remaining shooter, grabbing the police man, and yanking out of harm's way as the screen crashed down where the man once stood.

The people saw that, and began to cheer at the rescue.

"Spidey! Spidey! Spidey!"

Spider-man looked around at the cheering people, and while normally he would be glad at the cheers, this was not the time. He looked at Max. "Max! Stay with me! That was an accident! No one is going to hurt you!" He called out.

Unfortunately, Max was no longer in the mood to listen.

 ** _He lied to me  
He shot at me  
He hates on me_**

 ** _He lied to me  
He shot at me  
He hates on me  
He's using me  
Fragility  
Electricity  
Afraid of me  
He's dead to me_**

 **"You lied to me!"** He gritted out.

Spider-man held his hands up. "No, I didn't! Please Max, listen to me! I can help you!"

 **"Help me?! No one can help me!"** He roared. His hood falling down, he clenched his fists. His hands and head suddenly became incased in a large amount of electricity, shielding his 'skin' and veins. His eyes began to glow a bright white in the storm of blue.

 ** _He lied to me  
He shot at me  
He hates on me  
He's using me  
Fragility  
Electricity  
Afraid of me  
He's dead to me_**

 **"All I wanted was to be left alone! And if you keep getting in my way, I'll make you leave me alone!"** Max shouted.

 ** _He lied to me  
He shot at me  
He hates on me  
He's using me  
He's dead to me  
That Spider-man, he is my enemy!_**

With a roar, he slammed his hands down on the ground. Large surges of electricity arched across the ground, heading toward Spider-man. Eye widening, Naruto back flipped over the car, grabbing it with his hands, and brought it with him. Everything began to slow down, as he took note of everything around him.

One of his web-shooters was busted. Leaving him with only one.

There was a frozen man behind him, staring at the incoming car in shock.

Under him, electricity travels the grates, heading toward the stairs behind him.

Stray bolts flew out and hit the metal railings on both side.

Meanwhile, he spotted two people ‒ a man, and a woman carrying a baby ‒ reaching out to said railings.

The electrified railings met at an end at the top.

All this was noted in 0.25 seconds. And with all his variables in place, it was time to act.

Reaching over, he placed his hand on the working web-shooter, placing his thumb slightly over the nozzle, covering nearly all of it with some gaps as he pressed the trigger, shooting two web-lines on either side. The web-lines connected to two poles located on either side of the stairs, and grabbing the ends of the lines, he connected them. Landing on the ground, he pulled back, before jumping into the air, over the old man, as the web-line caught the flying car, stopping it in its tracks and pushing it back. Landing in the middle of the stairs, he leaped up once more, and shot a web-line, to which he grabbed with his left hand and pulled it out like a noodle. Like a lasso, he shot it at the man reaching for the railing, grabbing his outstretched hand just in time. Meanwhile, he shot a second web-line and caught the woman's hand. Together, he pulled, thus pulling the arms back and stopping them before they touched the electric railing. To finish it off, he landed on the top of the stairs as the electricity converged behind him.

All of this done in 2.4 seconds.

The crowd roared loudly at the spectacular events as the people in the stairs ran off. Spider-man panted slightly, his adrenaline running high. He looked across at Max. "Stop this Max! You don't want to do this!"

Max growled at him. **"I am tired of being messed around with! Since you won't leave me alone, it's time I exterminate you like the bug you are!"** He shouted and launched a blast of lightning at Spider-man. Spider-man jumped out of the way as the blast crashed where he stood.

Landing on the railing, he leaped off as Max continued to fire after him. Shooting a web, he swung around, dodging blasts fired at him.

Meanwhile, Capt. Stacy ordered his man to back Spider-man up and began firing at Max. Seeing his, Max called on his electricity to protect him. He shielded his face from the assault of bullets. However, as they continued coming, Max continued to get more and more angry. **"Stop it, stop it, STOP IT!"** A large amounts of electricity surged out of him. With a swipe of his arm, he launched a wave at the cops, sending them falling back.

While in the air, Spider-man shot a web-line connecting to a fire hydrant. "Alright, _Electro_. Time to hose you down!" Landing, he pulled the hydrant from the ground, and swinging it at Max. Max dodged the first swing and shot lightning at Spider-man, striking him and sending him flying and crashing into store. However, the still swinging hydrant landed an impact on him, and the force sent him flying high, until he crashed right into the big screen of Times Square.

People screamed and ran from the sight, while the police were on standby. Spider-man groaned as he began to get up. Shaking the cobwebs out of his head, he stood up, looking at where Max was. "I've got a bad feeling about this." He muttered.

In the ruined Jumbo-Tron, Max groaned as he raised his head. Looking around, he looked at all the screaming people.

He caused this. He frowned at that thought. He never wanted any of this to happen. He just wanted answers on what happened to him. For a cure! But not this.

 _'Connors.'_

He frowned. Curt Connors. If anyone could help him with a cure, it was Connors! He had to find him. However, he couldn't do it with Spider-man on his tail. Looking around, he looked at the cables dangling. He narrowed his eyes in an idea. Reaching over, he grabbed them, looking at the cut ends, he took a deep breath, and _slammed_ them against his chest. He gave a roar as he absorbed the power. Absorbed all the energy built in them, into himself!

Instantly, all the power in Times Square shut off, blanketing everything in darkness.

Spider-man looked around in worry. "Why do I get a feeling this is worse than 'not good'?"

His answer came...with a MASSIVE burst of electricity shot out of Max's position, like a ripple's center point. Windows shattered, all electronics ‒ phone, cameras, ATMs ‒ exploded in a shower of sparks. Buildings imploded and began to tumble! People screamed as the ran around under the falling debris like ants.

"Oh shit!" Spider-man shouted as he moved quickly and began to head over and get anyone out of harm's way. _'Where's the Avengers when you need them?!'_ He mentally shouted as he grabbed a couple out of the way as a large sign crashed down on where they were.

Captain Stacy was ordering his men around to rescue anyone they could, and to make calls for ambulance assistance.

With everyone distracted, Max took that as his chance, and with a subconscious command, his body broke down, becoming sole electricity, and entering the few working cables in the broken circuits of the jumbo Tron, he escaped away with the electric network.

It took a while, but the situation was finally handled, for the most part. With Spider-man's help, anyone trapped under debris was rescued, and ambulance had made it in time to take anyone to the hospital. Fortunately, there were no deaths, surprisingly. At worst, some crippling, but it was better than the alternative.

Bad news was that Max escaped, and Naruto didn't know where he was, or where he was heading. _'Think Parker. Where could Max have gone. Let's see, he's angry and confused, so he would obviously go and get help. But from who?'_ He thought. Thinking about it, his eyes widened when he realized it. "Oh no."

Max was going after Curt Connors!

 _'I need to get to ESU fast!'_ He turned to swing off to ESU Labs, but was stopped.

"Spider-man!"

Turning around, he groaned when he saw George Stacy approaching him, a stern look on his face. "You have a lot of explaining to do! How do you know that man?! What is going on here?! Explain, before I handcuff you and we have this talk back in the station!" He demanded, glaring at the spider's mask.

Spider-man did not have the time for this. He held his hands up. "Look, captain Stacy! I wish I could explain, but I can't! Not right now! A man's life is in danger if I don't go stop Electro!"

Stacy's glare intensified. "And why should I believe you?! Ever since you showed up, a lot of things have been happening! Flying old men, crazed scientists, and now electric metahuman?! You better give me an explanation right now, son!"

Behind his mask, Naruto glared at him. "Why should you believe me?! Because I'm not the bad guy! I am helping people who need it! You may call me a vigilante, someone _outside the law_ , but I use my powers to help people! I am doing what you do, and helping those in need! You can call me a menace, or lose cannon, whatever, but when people need someone to save them, you can bet I am willing to stand up to danger for them! And right now, someone needs my help, not standing here playing 20 questions with you!"

Both men glared at one another, holding their stances, and not backing down. After a few tense seconds, it was Stacy who withdrew with a sigh. "Fine. Go do what you've got to do." He said, before glaring at him once more. "But just to be clear. When all this mess is over with, I'm taking you in to get answers."

Spider-man turned his back to him. "We'll see, won't we?" He asked, before he swung away, George looking after him with a sigh. As he swung, Naruto sighed. _'Sorry MJ, looks like I'll be late getting back to the dance.'_

* * *

 ** _ESU Labs_**

Curt stood in his office, looking over some files. He sighed. He hasn't been concentrating much since the accident with Max. He blamed himself for having the man work during the storm. His state was on him. Shaking his head, he moved to his desk, and opened the top drawer. Inside, was a mechanical syringe, with a small container in the slot, filled with green liquid.

Grabbing it, he loosened his lab coat, exposing his right shoulder. He moved to inject it, however, before he could, his door opened, and Martha stepped in. "Curt, all the equipment is-Curt! What are you doing?!" She asked, seeing what her husband was about to do. Luckily, Billy was staying at a friend's house, so he wasn't there.

"I can explain." Curt said. Martha frowned as she approached him. She eyed syringe in suspicion.

"What is that?" She demanded.

Curt sighed, and explained. "An experimental bio-formula. Genetically altered lizard DNA." He told her.

Martha's eyes widened at that. "WHAT?!" She shouted in shock, not able to believe what she was hearing. "Curt, you promised me you were finished with Cross-Species experimenting!" She shouted at him, betrayal on her face. Curt frowned, looking away, not able to meet her eyes. "After Billy was born, you swore to me you put the project behind you!"

"I know." Curt muttered.

"Then why?!" She demanded.

"Because I can't stand it!" Curt finally shouted in anger, making Martha jump. "I want to be able to hug my son with _both_ my _real_ arms! Not some robotic limb! The nights I go to sleep, I always feel like half a man. So I take this, hopping, _praying_ that somehow, by some miracle, my arm would grow back." He finished, his voice low, defeated, at the end.

Martha frowned. She knew the loss of his arm had affected him, but not by this extent. "Curt...after Richard died, and the research became lost, you changed. You became angry. So angry, you scared me. Please, I don't want to see you become that man again."

Curt looked at her, and gently grabbed her hand, looking at her eyes. "I won't, I promise."

Suddenly, the lights began to flicker. "What's going on?" Martha asked. "Is the storm outside doing this?"

Before Curt could say anything, the room shook as an explosion echoed outside.

 **"CONNORS!"**

Sharing a worried glance, the two carefully exited the room. What they saw waiting for them, made them gasped. It was a blue man, with electricity surging madly out of him, breaking beakers and computers. **"Connors!"**

"I'm here!" Curt called, getting his attention. "Who are you?! What do you want?"

The man looked at him with a glare. **"You don't remember me, do you?! No, how could you? I didn't look like _this_ before the accident. And it's all _your_ fault!"**

Curt looked at the man in surprise. "...Max?" He asked, making Martha gasp.

Max glared at Curt, static bouncing off him in his anger. **"You did this to me! Made me _freak_! And now you are going to cure me!"** He shouted, causing bolts to shoot out all over the place. One nearly hit the Connors, making them jump.

Curt put the syringe on the table as he looked at Max. "Max please! I can help you! I can find a cure for you, it'll just take time." Curt tried to reason with him.

However, Max was impatient, as he grabbed his head. **"I don't HAVE TIME! Cure me, NOW!"** He shouted, launching a blast above the two, making them jump out of the way as debris fell on them. **"Before I _really_ get upset."** He began to approach them, making the two move back in fear. **"I know you can do it, _doc_. All you need is the proper _motivation_." ** With an electric fist, he backhanded a desk away, sending it crashing against the razen eel tank, cracking the glass a bit as the table broke. Unbeknownst to everyone, the syringe fell on the floor.

"Max, please!"

"Whoa, whoa! Guys, let's keep it calm. How about a chill pill?" Everyone looked up at the voice, and saw Spider-man hanging upside down on a web-line, descending.

 **"YOU!"** Max shouted in anger, as Spider-man landed in front of me.

"Look, Max. I want to help you, but this isn't the way! Please, just calm down. I'm sure Doctor Connors will be able to cure you."

Max glared at him. **"You want to help me? Help _this_!"** He said, and launched Spider-man back with a blast of lightning, sending him crashing against the tank, cracking it more. A small dribble of water from the tank squirted out and landed on Spider-man's head, soaking him. Unseen to anyone, his right hand began to crackle with red static. **"You don't get it, do you?! Without a cure, I'm no longer Max Dillon. I'm...what did you call me?"**

"Sparkles?" Spider-man asked as he got up.

 **"No, not that! Electro...yeah. I'm ELECTO!"** With that declaration, a large burst of electricity shot out of him, shattering the glass above and the tank. Luckily, Spider-man jumped out of the way in time, so he wasn't drenched. Unknown to the group gathered, a bolt hit the syringe, electrocuting the liquid.

Spider-man groaned. _'Great, just great. Another supervillain. It's never easy, is it?'_

While the newly named Electro was distracted, Curt grabbed his wife, and managed to escape. By the time Electro noticed this, it was too late. **"No! My cure! This is all your fault!"** He roared, and launched blasts at Spider-man. With quick agility, he got out of the way, jumping into the air. Shooting a web-line, he grabbed a large piece of the broken table, and chucked it at Electro.

The villain crossed his arms, and suddenly a field of electricity surrounded him, shattering the piece on contact. He then shot arcs of lighting at the wall-crawler. Spider-man jumped into the air, out of the way. Shooting a web from his only working web-shooter at the ceiling, he climbed higher out of the way of more arcs. Flipping as one passed under him, he used a web-line to sling over to the wall, where he clung to it. "Sheesh, buddy! Don't you know that when someone is trying to help you, you don't try and destroy them?" He asked, jumping out of the way of a bolt. He then noticed something. On the ground, was a glove. The one Curt used when working with the eels. Shooting a web, he grabbed it and brought it to him.

 **"Don't you ever shut up?!"** Electro demanded as he continued to shoot bolts at the spider.

"You know, you would not be the first person to ask me that question." Spider-man quipped as he continued to dodge bolts. Shooting a line, he grabbed a destroyed computer monitor, and chucked it at Electro, hitting him on the head.

 **"ARGH!"** Electro roared in anger, lightning bouncing off him. **"That's it! No more playing around!"**

Naruto's spider-senses flared. "Oh, I've got a bad feeling about this."

Outside the lab, rain continued to fall. Suddenly, a massive pillar of lightning shot out of the front entrance, and if one was there to see it, they would see the world's first flying spider, as Spider-man sailed through the air, crashing on the ground.

Naruto groaned, feeling his very bones vibrate from the static attack. He heard a growl in his head.

 ** _"You better not die boy, or even lose to this lightning bug."_** Kyuubi growled. It's host's battle with this 'Electro' had been entertaining to watch, and its host had better win.

"So glad to know you are worried about me." He groaned as he got up, just as Electro stepped out of the building, glaring at Spider-man. He shot a blast at him, to which Spider-man jumped out of the way. _'Okay, got to think. How can I stop a man made out of electricity?'_ He questioned as he dodged attacks, while putting on the glove he had. Jumping into the air, he shot a line to the radio tower, and swung around it, dodging blasts. Coming around, he got close to Electro, and grabbed him using the glove for protection. Getting to the air, he let go, slamming the man against the building. Falling to the ground, Electro just got back up, gritting his teeth in anger.

With a roar, he shot a large blast it Spider-man's unprotected back, hitting him, and sending him flying at the tower. Righting himself in midair, he grabbed a bar and stopped his ascent. Twirling around, he clung to it.

 **"I'm not through with you yet, Web-Slinger!"** With his hands charged, Electro shot blasts down under him, using the force to lift himself off the ground, and at Spider-man. Seeing that, Spider-man cursed, and jumped out of the way, just as Electro landed on the tower, and on contact, electrocuted the metal. This forced Spider-man to climb higher, before getting to the top, placing his gloved hand and rubber boot protected feet on it.

"Okay, need a game plan, and need it now." He muttered, looking around for something to use. Meanwhile, Electro began to climb to tower. Spider-man cupped his chin in thought. It was then that he noticed two things.

One, the large pool in the university.

Two, his hand was covered in the red static of his _Venom Blast_.

 _'Can my Venom Blast work on a guy made of Electricity?'_ He questioned. His attack shorts out electrical equipment. Can it short out electricity in general? _'Only one way to find out.'_ Just then, Electro blasted out a large bolt at Spider-man, making him jump out of the way. The blast broke the satellite dish of the tower, making it fall down, and conveniently into the building where the pool was, shattering the glass ceiling, and scaring the hell out of the janitor there.

While in the air, Spidey shot a web-line at the tower, and swung around and over at Electro. He kicked him off the tower, and into the air, sending him up. Following him, Naruto flipped over, hovering over him. Pulling his arm back, he channeled his Venom Blast, and reached down and grabbed Electro by the head.

What came was a large cry of pain, and as he hoped for, red static arched all over Electro, effecting him like all others. Paralyzing his body and nerves. The two began to descend down, right over the pool. Planting his feet on Electro's chest, Spider-man jumped out of the way, while also adding speed to the man's fall, sending him crashing right into the pool.

The electrical contact with the water, caused a MASSIVE explosion, a large tower of water shooting out of the ceiling. Landing on the hole, Spider-man peeked in, and saw that all the water of the pool was evaporated, and Electro laid unconscious in the middle ground.

He sighed in relief. It was over. Hearing the sound of sirens heading his way, he knew it was time for him to take his leave.

* * *

 ** _Midtown High_**

After what seemed like forever, Naruto returned to the dance, wearing a normal red shirt and black pants. Though, he guessed he had missed much of it, as by the time he got back, many of the students were gone, and staff were packing up.

He sighed. His night of relaxation ended terribly. Seeing there was still some food in the catering, he walked over, and helped himself.

"Penny for your thoughts, Tiger?"

Blinking in surprise, Naruto turned around, and saw Mary Jane approaching him, holding a bag in hand. "MJ!" He said, surprised to see her still there. Just then, the memory of the kiss they shared appeared in his mind, as well as MJ's confession, making him blush. MJ saw this, and blushed as well, guessing on what he was thinking about. The two stood there in an awkward silence, not sure what to say. Naruto rubbed the back of his head, while MJ looked to the side.

"..."

"..."

"Um..." MJ began, and held out the bag to him. "Here are your clothes." She said lowly.

Naruto carefully grabbed the bag. "Thanks." He said. Neither knew on what to say, having too much to think about. Naruto looked around, and spotted the DJ still there. An idea came to him. "I'll be right back." He told MJ, and she watched him head toward the DJ. He talked with him for a few, and later came back with a smirk. Stopping in front of her, he held his hand out. "Care for one last dance, Ms. Watson?" He asked.

Catching on, MJ smiled and grabbed the hand. "Of course, Mr. Parker." Naruto then lead her to the middle of the room, where a lone spotlight shined down on them as they danced.

 **{I will be right here waiting for you ‒ Richard Marx}**

"So, did I mean anything?" He asked as they danced.

MJ smirked. "Well, Flash tried to cheat the votes for King, but didn't know there was a camera in the room, and was busted. He'll have detention for the next two days." She said, making Naruto chuckle.

"Well that's what he gets for cheating. So, who won King and Queen?" He asked. MJ then blushed, not meeting his eyes.

"Us, actually." She muttered. Naruto blinked in surprise at that. He and Mary Jane were King and Queen? Looking at MJ, he then smiled softly.

"Well then, I hope you enjoy our dance, _my queen_." He joked, making MJ giggle.

"Thank you kindly, _my king._ " With a laugh, the two continued dancing.

* * *

 ** _ESU Labs_**

Curt stood in the middle of his destroyed lab. He sighed at the wreckage. He felt like he failed Max, for letting this happen. Felling a hand on his shoulder, he looked over and saw Martha beside him with a frown. "We won't stop trying, Curt. But we can't do anything more today."

Sighing, Curt nodded. He then noticed the syringe on the floor, and picked it up. Looking at it, he shook his head, and put it in his coat pocket. Nodding to his wife, the two left the lab, turning of the lights.

Unknown to Curt, in his pocket, the liquid gave off a light glow, as static sparked in it, before vanishing.

* * *

 **End of Chapter!**

 **Finally! I am done with this. I had planned to post it on Nov 26, but ran out of time. Still, DAMN! One year of Superior Spider! Felt less than that to me...**

 **Oh well!**

 **So, Naruto and Mary Jane finally confessed to each other, and had their first kiss! I can only imagine everyone was doing flips and cartwheels in happiness.**

 **You asked for it, and I gave it to you!**

 **How will things go, now that their feelings are revealed?! How will they respond?! Why am I shouting?!**

 **How did you like the battle with Electro? Yes, it was a mix of Amazing Spider-man 2 & Spectacular Spider-man. Electro's appearance is sorta a mix of his Ultimate Spider-man version, and movie version.**

 **Did you like the dance scene? What about the choice of music?**

 **Give me your thoughts!**

 **As for Naruto's Spider-man suit, it is a combination of Peter Parker's original suit, and Otto Octavius' Superior Spider-man Suit.**

 **Original Spider-man Suit, but replace the blue with black, with the Superior Spider-man chest (black with a red triangle on the top from the shoulders with webs, and a large black spider with the legs wrapping around the chest).**

 **One more chapter till Arc one is finished, and the REAL fun begins!**

 **Next up will be the Lizard Chapter!**

 **Unfortunately, I will not be working on it right now. Going to get started on doing the Christmas Special.**

 **If there were any errors in this chapters, don't worry, I will go over and fix them tomorrow.**

 **Ja ne!**

* * *

 **Guest Review:**

 _Shouldn't have bothered writing this fic, there's already something like this and it called Spider-Man, you've ripped off the story and changed only small parts and you've kept the plot exactly the same, it's a blond Spider-Man who tells Mary Jane his secret and is more of a scientist that's all_

 **If you don't like the story, DON'T READ IT! STOP WAISTING MY TIME! I AM SICK OUT YOUR FLAMERS TROLLING ON THOSE YOU CAN'T ADMIT ARE BETTER THAN YOU, BECAUSE AT LEAST WE WRITE SOMETHING! SO YOU CAN GO F**K OFF!**

(Juubi pants, before taking a deep breath, and leaves the room)


	9. Alligator in the Sewers part 1

**Disclaimer: Juubi no Shinju is the name, owning fics is my game!**

 **Welcome to the latest installment of _Superior Spider, Addition to the Web_!**

 **We have done it people! We have actually reached the FINALE TWO CHAPTERS of the _FIRST BEGINNING ARC_ of the story! What am I talking about? Well, think of this as the Season 1 Finale.**

 **A lot of things happened.**

 **Naruto got his powers.**

 **He battled his first villain.**

 **He practiced his powers.**

 **He saved the people of New York.**

 **And have an EPIC public battle with a supervillain with the entire city watching!**

 **Spider-man is on his way to making a BIG name for himself as a HERO!**

 **Yes, from here on out (well, AFTER these next two chapters) things will be raised up to an ELEVEN on the danger factor for our FORTH favorite webslinger/MOST favorite Naruto/Spider Xross webslinger.**

 **Rank them up:**

 **1\. Peter Parker**

 **2\. Ben Reilly**

 **3\. Kaine**

 **4\. Naruto**

 **XP**

 **Next order of business: NEWS!**

 **OK, so I have come to a decision that MIGHT anger some of you...You ready?**

 **I have decided to make a SLIGHT change to the harem.**

 **I will be removing Anya Corazon & Naruko.**

 **Now, BEFORE you start pissing my way (hopefully figuratively), let me explain my reasons.**

 **Anya: I have decided that instead, Anya will be more of a surrogate little sister to Naruto. She is a young spider, and will look up to Naruto as a role model. He will be her teacher, helping her in the ways of a Spider-Totem, and how to handle her powers.**

 **Naruko: Normally I am ALL for Uzumakicest (Trust me, I am a go-for-er for NaruKushi. DON'T JUDGE!). However, I don't know, to me it felt like it wouldn't fit in this story. Maybe it has to do with my plan for the _Clone Saga_. Felt it wouldn't work in this story. So yeah.**

 **Naruko and Anya are out of the harem, and will be replaced. By who?**

 **Well, after some discussing with a good friend of mine, _Chaos-PSD_ , the new additions are: Taran & Shuri.**

 **If you have no idea who they are, look them up on Marvel Wiki. I think you will like these additions.**

 **Now, for review responses!**

 _: Don't worry. They WILL appear later on. The reason why I'm going with Avengers and Fantastic Four first, is because they are already big named heroes. Daredevil, Luke Cage, Punisher, Jessica Jones, and Iron Fist, along with any other heroes living in New York, are taking care of their own parts quietly. While New York is a BIG place, news isn't fast travel from one end to the other. Anyone who is anyone, knows who the Avengers and Fantastic Four are already, not just because of their heroics, but having big ass building owned by them helps too. There will be team-ups between Naruto and other heroes in the future, don't worry._

 _Airon07: The ones doing the 'Watch Superior Spider' are Grimm King & Keyblade Master Cole. I usually catch up with them on their progress. When the stories come up, is up to them._

 _ninjspidman8 & everyone else: Thanks to Chaos-PSD, we have managed to work out May's pairing. It will NOT be reveal at this time, sorry! XP All I can say is this: Ben will stay DEAD. Sorry, but his memory will live on!_

 _Great Saiyaman54: Maybe, maybe not. Eventually. Yes, but you will NEVER expect who will be the one to teach him._

 _Erofox: I agree. When they made Black Cat the new Kingpin, I was mad! They better redeem her! And I'll keep your idea in thought._

 ** _To those wondering about Naruto's suit:_** _His suit is either Superior Spider-man's 1st costume, except without claws, toe, and larger eye lenses…or Spider-man's costume, with the blue replaced with black. Which every you imagine._

 ** _Red Panda_** _:_ _Only 95/100? (head drops in disappointment)_

 **Anyway, enough questions! Let's get on with the show!**

* * *

 ** _This story currently has 930+ Favorites & 980+ Follows. My GOAL is for this chapter to bring those to ONE THOUSAND Follows and Favs! Please contribute!_**

* * *

 **Chapter 9: Alligator in the Sewers part 1: Welcome to the Jungle**

* * *

 _"Have you ever done something, something you first thought was a good thing? Something you were sure would actually help someone? Only for it to bring more trouble, cause a havoc...and know that it was all your fault?"_

 _Spider-man grunted as he tried to hold back the raging maw filled with sharp, deadly teeth from taking a large bite from his throat. He gritted his teeth as equally sharp and deadly claws cut, tore, and dug into his skin through his suit._

 _Blood pore from his cuts, dripping into the water around him, staining it red._

 _Raising his head, his white eye-lenses reflected the image of a large deadly alligator ‒ or lizard ‒ like beast, its primal and furious yellow eyes glowing brightly in the reflection._

 _"To think, everything was going so well till now..."_

* * *

Whitney Chang appeared, looking at the camera.

 _"...Given the alien invasion that has occurred two years ago, the citizens of New York had thought that they had seen it all. Unfortunately, they were wrong. Last Friday night, many citizens have witnessed the appearance of what they would describe as "a man made of electricity" appearing in the middle of Time Square. Police have attempted to apprehend this mysterious being, only for their efforts to be for nothing. Luckily, this new villain was stopped by the arrival of New York's new hero, Spider-man! Many have borne live seats to that their battle. Here are some comments on the battle from witnesses."_

 _"So yeah, I was just standing there, when all of a sudden, this dude with blue or white skin appeared. He grabbed some power cords from the ground, and was like_ eating _the energy or something."_ One witness commented.

 _"An officer cleared the area around the man, and more cops starting appearing."_ A woman said.

 _"It was crazy! Bullets were flying everywhere! Then there was HUGE blast of lighting! Then Spider-man appeared. Dude came out of nowhere!"_ A teen in a hoodie stated.

 _"He just…appeared. He saved a cop. He held up a car ‒ a whole CAR ‒ over his head like nothing! I couldn't hear much, but he was talking to the blue man. Don't know what he said, but next thing I knew, what anyone knew, there was a fight."_

 _"It was like WHOOSH! WHOOSH! Lightning was flying everywhere! And Spider-man was fast, crazy fast! Flying all over the place! Doing mad flips and stuff!"_

 _"There were explosions. People were running, screaming. Panic all over the place. I don't know what happened, I ran."_

 _"I hid behind a car. I saw the fight man! It was awesome! Spider-man creamed that loser! Sent him flying into the Jumbo Tron! We all thought Spidey won, but next thing we knew, there this big explosion! It was chaos, man! Buildings were falling apart!"_

 _"It was terrible. There was panic, but Spider-man…he helped people, getting them to safety. He helped_ me _. Save me from getting crushed."_

 _"Spider-man's the man!"_

 _"He's a hero."_

 _"Dude was awesome!"_

 _"Spider-man…thank you."_

The scene went back to Whitney. _"Once again, Spider-man comes to the rescue and saved the people of New York. Day after day, he leaves his impact on the city as a hero. With the villain known as Electro locked up in Ryker's Island, one can only wonder what our web-themed hero is up to._

* * *

 ** _New York ‒ Sunday ‒ Evening_**

The sound of a _THWIP_ could be heard through the air as Spider-man swung across the city skies, arms shooting out to launch web-lines from his wrist. Arcing through the air, he leaped into the air, did a flip, and landed perfectly on a lamp post, squatting on it as he looked at the busy street below. Everything was calm, a contrast to the events that had taken place Friday night with Electro's attack on Time Square and all the damage he caused during their battle. A lot of people were hurt, but luckily there were no serious damage, or worse.

In fact, given that it was partially his fault for the damage, he has spent all day yesterday as Spider-man helping police, construction crew and civilians cleaning up the mess by lifting up heavy material and helping the construction crew lift up the Jumbo Tron with his webbing and super strengh. That had raised his reputation with the people, seeing that he wasn't the hero to cause destruction in his battle, and then just leave.

However, he had to soon leave the scene, or risk getting arrested by one Captain George Stacy, leaving the angry policeman behind.

On the bright side, his camera didn't get destroyed or damaged in his fight with Electro, and managed to turn in some great pics of his first fight with old Lightning Butt. Pics that made him great bucks!

On the bad side, one J. Jonah Jameson still found ways to try and put him in a bad light, saying (more like shouting) that the whole things wouldn't had happened if it wasn't for him. This would bring out more than a few live arguments with Whitney Chang, who supported Spider-man. However, some part of Naruto could not help but agree with Jameson. If he had stayed back sooner, he could have prevented Max's accident, and stop Electro from being born...

He shook his head before he could continue that train of thought. He recalled Mary Jane's word on continuing to shift the blame to himself.

 _'Whiskers, this is not your fault. How could you have known that could have happened? What happened was not your fault, alright? You need to stop blaming yourself for everything that has happened. Electro chose to attack people; that was_ his _choice. You're a hero, okay? People are safe BECAUSE of Spider-man. You're a hero. And while a hero is allowed to fill guilty at times, you shouldn't all the time. So stop filling that cute head of yours with those kinds of thoughts, before I slap you silly.'_

He chuckled. The redhead sure knew how to knock sense into him. He sure was lucky to have her.

 _And speaking of Ms. Watson..._

His smile grew as he recalled the dance on Friday. Or more specifically... _what happened during the dance._

Under his mask, his whiskered cheeks burn a bit as he recalled the kiss they shared ‒ something that will forever be burned into his mind for as long as he shall live. He also recalled how they had confessed their feelings for each other.

Since then...things have been, in a word, _the same_. Different, but the same.

Not that he mind. Last thing he wanted was for their friendship to be _weird._

Besides, they had already been close before the dance. The only difference now was more and longer hand holding, snuggling, and kissing.

Not that he minded. Especially the kissing.

 _Kissing was nice. REALLY nice._

And it was only about to get better.

Standing up, he was about was about to head off. However, before he could, he heard an all too familiar sound. The sound of sirens.

Looking over his shoulder down below, he witnessed two cop cars chasing after a speeding blue car.

He signed. _'Great, another getaway chase.'_ Looking down at his arm, he looked at the watch he had. He nodded. _'I have time.'_ With that, he shot a web-line and chased after the robber car.

Like any generic robber, the two in the open top blue car, threw caution to the wind, as the one in the passenger seat lifted up a machine gun, and fired at the cops chasing them. The flying bullets miraculously didn't miss their targets and fly at the streets, possibly hitting and severely injuring any pedestrians. The bullets hit the front cop car, shattering its right headlight, and breaking through and shattering the front window, but unfortunately (fortunately) didn't kill any of the policeman.

However, the shower of broken glass forced the police officers inside the car to cover their eyes, and come to a complete stop. As the car arced to the side of the road, the second cop car shot past it, continuing to chase the robbers.

Said robbers were growing desperate to escape, enough to start smashing cars out of their way, while the shooter was reloading. Once ready, he aimed at the car behind them, ready to fire. However, before he could even nudge the trigger, a webline come out of nowhere, grabbing the gun, and pulling it out of his grip. The two men gave shouts of surprise, when Spider-man landed on the hood of the car.

"Hey boys." The spider hero greeted.

"Shit! It's Spider-man!" The driven gave a startled shout.

"That's my name! Don't wear it out!"

The passenger quickly acted and took out a handgun, aiming it at Spider-man. However, said hero was quicker, and with a flip, landed right in the middle of the two man, slapping the gun out of the man's hands, before clocking him on the face. The driven tried to punch him at the back of his head, but Spidey easily grabbed the arm by the wrist behind his back without looking, and horse kicked him, slamming him hard against the door.

Robber #2 took out a switch blade and swiped at Spider-man. However, Spidey simply tucked in his belly, dodging the swipe, before shooting a line that hit the man's forehead. With a side pull, he smashed the man's face hard against the dashboard, the force knocking the man out.

Desperately, the driver tried to make a break for it, by literally jumping out of the moving car. However, before he could even open the door, he was pulled backwards. Grabbing him by the head, Spider-man slammed him against the wheel, honking the horn, but knocking the man out. "Sorry boys, no time for jokes! I've got an appointment to make, and can't afford to be late. You understand, right?"

* * *

In front of a police station, two police officers were outside, enjoying a small break with coffee in their hands. As they made small talk, one officer took notice of something by the surprised look on his face, and pointed it out to his partner.

"Hey, check that out!"

Both man turned, and watched with surprised and puzzled looks, as a lone car was slowly wheeling towards them, before stopping in front of them. Looking inside, they saw two knocked out men inside, back-to-back, wrapped in webbing. They saw a note stuck on them, and one of the men grabbed it, reading it.

 _Special delivery for the Boys in Blue! Courtesy of your Friendly Neighborhood Spider-man!_

The men raised brows at the note, before hearing a noise. Looking up, they watched Spider-man swing over them. One of the men chuckled, getting the other's attention. "That guy sure is something. Especially after that fight at Time Square. I was there, you know. Don't think I've seen anything like it after that alien invasion two years ago." He said, referring to the alien that occurred in Manhattan, which was stopped by the Avengers. "Guy went from being labeled as a vigilante, to a hero by the people in just one night." Sure there were still those that thought Spider-man was a troublemaker, who acted outside the law, even in the police force, but views were changing quickly.

As the two cops took the robbers inside the station, we turn our attention to our hero of the hour, who was currently zooming fast through the sky, trying to make it home in time. As he swung, he then spotted something down below. Swinging low, he passed by a flower vendor, who staggered by the powerful gust of wind nearly pushing him back. Righting himself, he looked around, before looking at his table, where a couple of bills laid, along with a quarter that span fast.

* * *

 ** _Later_**

Standing in front of a building, Mary Jane Watson was checking herself in the reflection of a pocket mirror for the fifth time in a few minutes. Making sure she didn't apply too much make-up, or too little. Making sure there was nothing in her teeth. And most importantly, that her hair was tidy.

Mary Jane was nervous. Incredibly so.

And why wouldn't she. This was going to be Naruto and hers **first** date! And she wasn't talking about a play date or anything kiddy-like!

But a full on, adult date!

With the great leap in their relationships, came the benefits. Like kissing, and hand holding, and snuggling...and kissing, going to movies, walks at night (or in some cases with Naruto, webslinging at night), staring up at the stars from a web blanket, and did she mention kissing.

Sure, their _only_ kiss was the one in the dance, and they haven't done any of the other stuff yet, but still!

The point was, that she and Naruto have finally taken their big steps in a _real_ romantic relationship, and she was excited! Sure things might not be normal like other couples, given Naruto's job as a superhero, but she can handle it!

Following comics, she knew how hard a hero's life can be, and she wanted to be there every step of the way for her blonde!

Taking a deep breath to calm her excited beating heart, she smoothed out her dress. The same one she wore at the dance. She wanted to look her best for tonight.

She was rather nervous, and she wasn't just talking about the date. More along the line of people knowing about her and Naruto's relationship.

To be more specific: her aunt.

Given the woman's small dislike towards Naruto ‒ she doesn't hate the blonde ‒ MJ was a bit nervous about telling her. On the contrast to her previous talk with Anna in their previous conversation, she didn't want things to be awkward between the three of them.

Hopefully, May will be able to assist them when they finally bring the news to Anna. Yeah, May knew about their relationship. In fact, they told her personally. The woman couldn't be any more happy and excited for them. In fact, she even went as far as to cook them a big dinner, ignoring their protest.

Suddenly, she was pull out of her thoughts, as suddenly, a rose lowered itself in front of her face. Gasping, she looked up, and saw that it was held by a webline.

"Pretty flower for the pretty lady."

Jumping at the sudden voice, MJ turned around, and spotted Naruto behind her, leaning against the building, hands in his pockets. That damn smirk of his on his face, his eyes fully showing the amusement in them. She pouted.

Stupid Whiskers and his mischief! And stupid ninja-like stealth!

Still, looking at the rose, she smiled softly as plucked the rose from the webline. Smiling at it, she took a sniff from it, loving the scent. Turning to Naruto, she thanked him. Naruto smiled as he stepped closer to her. Raising a hand, he placed it on her left cheek, his fingers brushing through her locks of red, the same shade as the rose, both equal in beauty and grace.

MJ blushed as he rubbed her cheek. Meeting eyes, the two smiled at one another. Slowly, Naruto leaned his head towards her, MJ meeting him in pace as she creeped closer. They closed their eyes as their lips gently met. They stayed standing there for a bit, liplocked as they savored the feeling of electricity running up and down their spines at the feeling, ignoring people passing them by, some glancing their way.

After a minute, they separated, backing up. Looking at the other, Naruto grinned a cheesy smile, while MJ giggled. They both realized how weird their new change in relationship was. Not a bad weird, though. It just took some getting use to.

Glancing at the restaurant behind him, Naruto turned back to MJ. Stepping forward, he moved beside her. He held out his arm towards her. Looking at it, MJ smiled at Naruto, and wrapped her arm around his limb. Together, they walked into the building to start their date.

* * *

 ** _Later that Night ‒ Connors Household_**

The sun had set, and currently Dr. Curt Connors was in his personal house lab, working on something. Hunched over a bit, he looked through a microscope, viewing a sample of the altered Lizard DNA. He watched the cells, studying them. Leaning back, he turned to his notebook, writing down some thing. He sighed.

Electro...Max's attack on his lab and his battle with Spider-man had severely damaged the building and destroyed many of his equipment. And most of all, all of his reptilian DNA sample he had kept in a cabinet had been destroyed. The only samples he had left, were the one he was studying now, and the two extras he always kept in his home safe.

Still, the attack had put his studies back a few weeks. Luckily, he had gotten funds from the state and ESU board to do repairs and replace the lost equipment.

He was just lucky Spider-man had shown up when he did, or else he and his wife could have been in big trouble.

As he wrote his note, he paused for a second, and looked up at his board, where several papers were held by push pins. He looked at the one in the center. The one that held the formula Naruto presented him.

 _Decay Rate Algorithm_

While he may be a specialist in cellular biology, he knew that Richard Parker could be considered the true expert in science. While the man may be gone, he knew there was hope for the man's knowledge and expertise within his notes. And he knew that only one Naruto Parker may be the one to obtain his father's notes and knowledge. At least he hoped for.

He then heard a knock on his door. "Curt? You coming to bed?" He could hear Martha ask.

Looking at the time, he sighed. It was getting late. Rubbing his eyes, he cleared his throat. "Yeah! I'll be right there honey!" Turning back to his table, he grabbed his syringe gun. Raising it up to his head, he frowned as he looked at it.

He had promised Martha he would no longer take such risk and inject himself with lizard DNA...

 _But what if there was a chance?_

He couldn't just give up on the possibility to regrow his arm! He had to keep trying and find the right mixture of chemicals in order to integrate the DNA with his own to gain the cellular reproduction application.

He had to keep trying.

Making up his mind, he grabbed the vail of the rest of the sample, and loaded it into the gun. Lowering his coat to expose his shoulder, he injected the sample into his body. As he did so, he didn't see the small spark that appear on the liquid.

Pulling the trigger, he bit his lip hard, holding in a grunt of pain from the sudden shock felt hit him. He gritted his teeth, feeling a course of pain travel through his body for a split second.

He gasped, grabbing the counter to prevent himself from falling. He panted, sweat covering his forehead. _'It never hurt like that before.'_

Regaining his breathing, he stood up. The pain immediately left him. Putting the syringe gun back on his desk, he rubbed the spot where the injection was made. His stump tingled, but it vanished just as quickly.

Shacking his head, he released a breath. Taking off his coat, he hanged it up, before leaving, turning off the light as he did so.

He headed to get ready for bed.

* * *

 ** _The Next Day ‒ Midtown High_**

High School was a territorial place of survival. The student population instantly gives everyone who is anyone a tag or title. You were either an 'In' or an 'Out'.

Not only that, by you can always rely on the students to be your instant web – no pun intended ‒ of gossip and news. Any juicy news told in the hour, you'll be the first to know if you knew the right people.

But the news channel can work both ways. If it was news about you, and it was bad, you can kiss your cred and status on the popularity chart goodbye.

Question was: Were you ready for the gossip storm?

That was the question Naruto and Mary Jane were asking themselves as they stood in front of the entrance doors to the school. Lord knew how big of a wave awaited for them behind those doors.

They would bet Naruto's webs that just about everyone knew of the kiss they shared at the dance. And knowing their fellow schoolmates, it would be the talk of the day.

They looked at each other, their eyes asking the questions in their minds.

 _Are you ready?_

Smiles gave the other their answer. Naruto nudged his hand, fingers entwining with MJ's. Feeling the contact of his skin brushing against hers, MJ smiled at the blonde. She gently squeezed his hand, loving how warm it was.

With that, the two prepared themselves for what was to come, and entered the school.

In what could be an instant, the second the young couple stepped into the halls, all activity seemed to come to a complete stop. Everyone, from students, to teachers, to the old janitor in the back, froze in place, staring at the two.

With his free hand, Naruto rubbed the back of his head, feeling rather uncomfortable with all the stares. MJ also felt a bit unsteady with being put on the spotlight, as she unconsciously squeezed Naruto's hand. Sure she could handle the stares and whispers, but when its stares and _dead silence_ , it just makes her feel awkward.

Luckily, someone come to their rescue.

"Naru! MJ!"

The two spotted Liz running towards them with a smile. They smiled at her in relief, glad she arrived just in time. Greeting her, Liz smiled at the two. "Morning! I need your help with something, follow me!" As she turned around, they saw her wink at them, making them smile.

 _'Thanks, Liz.'_ They both thought as they followed the brunette.

As they walked down the hall, they could hear chatting around them, and for some reason, saw several pouting students, along with some teachers, pass money to grinning students and teachers. Naruto raised a brow, wondering why people were handing over money.

Soon, they made it to their lockers, and spotted Harry, along with the rest of 'Flash's Posse' as Naruto likes to call them. Out of the group, he would only think Liz as his friend, along with Randy. Sally was nice at times, Kong was the friendly giant when he wasn't always agreeing with Flash, and speaking of the blonde jock, he was more along the lines of a 'frienemy' given their history together.

Seeing his two friends and looking down at their linked hands, Harry smiled at the two. "Hey! How's Midtown's new couple?" He teased, chuckling when he saw them blush slightly.

Sally smirked at them, crossing her arms. "Gotta say, that was quite the move you guys pulled at the dance, especially the whole confession speech." She smirked at MJ, whose eyes widened as her whole face burned, realizing that she had given such a heartfelt confession in public and now the whole school might have heard! "It nearly brought me to tears." She wasn't lying either. It was like watching a soap opera!

Randy chuckled at the embarrassed duo as he walked behind them and wrapped his arms around their shoulders. "Well, if it's any consolation, congrats you two!" He said, making Naruto rub the back of his head with a sheepish grin as Kong chuckled as he took a bite from his sandwich.

Flash scoffed and turned his back them, crossing his arms. "Enough already! What's the big deal anyway? It's just some stupid nerd love?"

Kong chuckled. "Flash's just angry that he lost the bet." He said. Everyone's widened at that, giving Kong a sharp look. The giant gave an _oof_ as Glory elbowed him hard on the side. "What?"

Naruto blinked, looking at everyone. "Bet? What bet?" He asked. Everyone looked at anywhere else but him, some scratching their cheeks. Mary Jane frowned. She had a feeling something had been going on for a while now, and had suspicion.

Unwrapping his arms from around the two's shoulders, Randy stepped back, rubbing the back of his head. "Well, seeing as there's no reason to keep it quiet anymore..." He then told Naruto and MJ of what was going on. Needless to say, the reaction was, expected.

"...YOU GUYS BETTED ON ME AND MJ GETTING TOGETHER!" He shouted, his voice ranging out through the hall. He ignored the calls from the nearby teachers, while other students involved with the bet began to leave.

Liz rubbed her arm nervously while Sally and Glory scratched their cheeks. Kong gave a sheepish chuckled while Flash just grumbled, still miffed that he lost.

"I can't believe you guys!"

MJ shook her head with a sigh. "Such is the high school life." She muttered. Unlike her boyfriend, she wasn't too mad at the fact there was a betting pool on them.

Sally waved him off. "It was just some harmless fun, whiskers."

Naruto just grumbled, still not happy that apparently these guys, and who knows who else, have been playing games with his love life.

Randy chuckled, patting Naruto on the shoulder. "If it makes you feel better, Flash here lost the bet on you two getting together at the dance, and has to pay up his end."

Naruto raised a brow as he looked at the angry jock. "Oh? And what was the bet on?" He looked at Liz, who began to giggle, a hit of great amusement sparkling in her eyes.

"Flash has to dress as a cheerleader on Halloween." She revealed.

Naruto blinked at her, as MJ burst into giggles. "Eh?"

"Wow!" Mary Jane laughed, looking at the red faced Thompson. "Hope you've got the legs to pull off the skirt, Eugene." She said, making the others laugh as Flash grew more and more red. In anger or embarrassment, it was unknown. And unfortunately for him, he couldn't back out of it!

Grabbing the laughing Kong by the collar, Flash pulled him in very close, getting into his face. "If I have to wear that stupid costume, so do you!" He exclaimed, making Kong pout.

Rolling his eyes, Naruto opened his locker and gathered his stuff for class. As he did so, he felt a nudge on his side. Turning, he smirked at Harry. "Hey, man." He greeted, bumping fists.

"So..." Harry trailed, glancing at MJ who was talking with the girls. "About time you two got together."

Naruto chuckled as he rubbed the back of his head. "Yeah. Truth be told, it was rather unexpected, y'know."

Harry rolled his eyes. "It was long overdue in my opinion. So, wasn't your first date yesterday? How did it go?"

Naruto smiled as he pulled out his textbook from the locker. "It went great. It was nice, but normal, y'know. We mostly just talked about stuff, since we already know just about everything about each other. And hey, thanks for making the reservations by the way."

Harry chuckled. "No prob, bro. I'm just happy for you and MJ." Naruto also chuckled as he closed his locker. He turned to his brunette friend.

"What about you?" He asked, getting a confused look. "I saw how you and Debra were at the dance." He teased, nudging Harry. "Was something happening there?"

Harry rolled his eyes, pushing the blonde away. "Keep you tail on, Fox-Boy. Nothing was going on. We were just having fun." He explained, crossing his arms. He leaned against the lockers. "Still, it was pretty great hanging with Debra. Though most of the time she was nervous. Actually, she reminds me of you." Naruto raised a brow at him. "When she gets nervous, she tends to ramble on about science. Maybe it's a nerd thing." He teased.

Naruto huffed, pouting. "I don't ramble when I get nervous, y'know."

"Yes you do." Harry deadpanned.

Naruto opened his mouth to retort. However, before he could say anything, the bell rang. He pouted as Harry walked away with a chuckle. "...I don't ramble, y'know." He grumbled as he followed, MJ walking next to him as she wrapped her arm around his.

* * *

 ** _Time Skip_**

With the ESU lab closed for repairs, Naruto and Debra's sessions with Curt and Martha had been canceled until repairs were finished. However, in the time given, Naruto had begun working with Dr. Connors in attempting to perfect the Cross-Species formulas.

For several weeks, after class Naruto would meet with Connors at a lab belonging to a friend of his (Connors), who allowed them usage of the equipment for their study.

With Connors' expertise on the Cross-Species formula, and Naruto's reveal of the Decay Rate Algorithm, it helped give them a great leap in completing the formula.

Since, Curt wanted be extremely careful so as to not make too many mistakes, they started out small. They first had to find the right formula and integrate it into the Lizard formula, before they can begin any testing. For the first time, Curt was thankful for all his past failures in attempting to redo the C.S., as it gave him a clear view of what _not_ to do and where to correctly work on.

Meanwhile, Naruto continued his acts of heroism as the _Amazing Spider-man_ (MJ added the 'Amazing' part, saying every hero needed an adjective title to their name. Personally, Naruto thinks she reads too many comics).

Things have once again gone to ‒ relatively ‒ normal, as no new big bad super powered metahumans or hitmen have appeared and tried to kill him. Yep, it was back to regular crooks and thugs.

However, a part of him knew it was only the calm before the storm. It was only a matter of time, before another nut-job appeared.

He would bet his whiskers on it.

However, in the meantime, he enjoyed his time with Mary Jane. Since they've got together, they've been closer than before. They've gone on 3 casual dates ‒ going to fast food restaurants, have fun in Coney Island, watch movies (at home or theater), and bowling ‒ or simply lie together on a web bed, looking up at the sky.

Between working with Connors, MJ, School, and Home, he couldn't help...but feel as if things were becoming... _normal_.

Ever since he got bitten, he's life's been completely _crazy!_

Fun, yes. But crazy.

And yet...he actually _liked_ it!

Being Spider-man...it was one _hell_ of a ride! A rush! He liked helping people, saving lives… _being a hero_.

It felt...right. Like this was what he was _meant_ to do.

….

Or maybe he was going crazy. He was living a real-life comic life, so it was bound to happen.

In other news, he and Mary Jane had finally gotten around to revealing their relationship to MJ's Aunt Anna. The conversation could only be put into one word:

Awkward.

When they had sat the elderly woman down, he and MJ, along with Aunt May, told her. And the entire time, Anna kept giving him a look.

It wasn't a glare or scorn...it was blank. Nothing but a blank look.

 _He actually preferred a glare than that._

After nearly an hour of talking, to which Anna didn't say anything, just sat there silently, the room was put in an awkward silence.

Finally, after a few tense minutes, in which May tried to comfort her friend, Anna finally spoke.

 _"Do you care for her, Mister Parker?" Anna asked Naruto._

 _Blinking in surprise, Naruto glanced at MJ, who also looked at him surprise. Finally, he turned back to Anna, a serious look on his face, and nodded._

 _"Yes, I do. With all my heart."_

 _"Will you keep her safe?" Anna asked, her tone hard._

 _"Aunt Anna!" MJ tried to say something, but Naruto stopped her, placing a hand on top of hers. He locked eyes with Anna, unblinking._

 _"I will protect her with my life. I promise to keep her safe, and I'll never go back on my word. That's a promise of a lifetime!" He declared strongly._

 _After a few minutes of silence, in which Anna and Naruto stared unblinking at the other, the older woman finally broke it, sighing. "Very well then." She spoke, making the two teens blink at her in surprise, having thought she would argue and put up a fight. Anna looked at Mary Jane. "I cannot control who you like, Mary Jane. You are old enough to make your own decisions. And all I care about is your happiness. And so, if being with Mister Parker is what makes you happy, I will allow this."_

 _Mary Jane smiled happily at her aunt. Getting up, she moved to her aunt and hugged her. "Thank you, aunt Anna." Anna smiled into the hug._

 _"You're welcome, sweetie." However, behind MJ's back, Anna shot a look at Naruto, one that he clearly understood, making him sigh._

 _"I've got my eye on you."_

Out of the stove, but into the fire.

Speaking of which…

"Whoa! Nope! Miss me!" Spider-man mocked as he easily dodged another sloppy swing. Stepping back, he smirked under his mask at the robber.

As he was out patrolling, he came upon a bank robbery. And having nothing to do, he dropped down, entering the building the only way a spider like him could...through the vents.

Sneaking inside, he already took down two out of the five thugs, and was moving on the last three.

As of current, he faced the third robber. And the one that was using a bat as a weapon.

Seriously, a bat? And not just any bat, but a _wooden_ bat.

He would have felt insulted, if watching the man swing so clumsily wasn't so funny!

Spider-man ducked under a swipe, before giving the man an uppercut, cutting back on the force, but enough to send the man flying back before hitting the wall.

His spider-senses alerting him of an opponent attempting to sneak up behind him, Spider-man showed his incredible acrobatics, and literally flipped over the man, flying over him ‒ unknown to the man, winking cheekily at him behind his mask ‒ and landing behind him. As the man quickly turned around, and aimed at the hero with his gun, Spider-man was already on the move. Getting close, his arm snapping up, he clutched the gun, and gripping tightly, actually bended the metal around the barrel, clogging the muzzle.

The robber stared at the bended barrel in shock, blinking.

Spider-man passed him, patting the dazed man on the shoulder, as he made his way toward the last robber. Said man had his gun aimed at him, and fired shots. Spider-man dodged, his body bending slightly left and right, fired bullets zipping past him. Soon, the sound of clips echoes through the bank, as the gun ran out of bullets. Smirking, Spider-man got closer to him.

He paused in step, as his spider-senses trigged.

"AAAHH!" Behind him, the guy with the bat had gotten back up and charged at him, throwing away all sense of silence and sneak attacks, and charged at him with the bat held up, and fury in his eyes.

When the man got right behind him, swinging the bat down, Spider-man ducked down sideways, bending his waist and side like a snake. The bat missing his head, Spider-man swung his elbow up, striking the robber under the chin. As robber #1 staggers back, the other standing robber (now called Robber #2 to keep things simple), grouped up with robber #3 (the one whose gun got bended) and teamed up against the lone hero, thinking their numbers would give them an advantage.

They were greatly disappointed.

Even with 2 against 1 (which became 3-on-1 when Bat-man came back), the men couldn't seem to land a hit on Spider-man, who was just too quick for them as he dodged and weaved between strikes like it was nothing.

And to make it even more shameful for the men, he was whistling.

Really, he was _whistling_ his _theme song_.

Talk about a deadly blow.

Stepping back ‒ still whistling ‒ Spider-man caught #3's pistol, gripping it before hitting him on the chest with a palm strike, sending him back. With the pistol in hand, he chunked it into the air. He then raised a hand, and caught a #1's fist with a webline. Snapping his arm to the side, he pulled the man's arm, and thus delivered a hard fist to the side of Robber #2's face, sending him down. Getting in close to #1's guard, turning his back against his(#1) front, he snapped his other hand up, and sent a backhanded fist to the man's face, like some kind of cliché kung fu movie move.

Dusting his hand, he turned around, being done with this dance. Behind him, #3 got back up, and charged at him. Spider-man seemed to ignore him, as he kept walking away.

Raising a hand, Spider-man snapped his fingers. At that moment, as if on signal, the pistol he tossed into the air, came back down, and crashed on the man's head, knocking him out before he even fell to the floor.

"Some guys just never learn." He muttered as he exited the bank to inform the cops.

* * *

 ** _Daily Bugle_**

With a _Ding!_ the elevator doors opened to the top floor of the building. Stepping out, Naruto entered the always busy news floor, workers running all over the place. Sidestepping a few, he made his way towards Jameson's office. He greeted some workers he got to know well during his time here, before he made it to the secretary desk. "Hey Betty!" He greeted the beautiful young woman.

Betty smiled at the blonde. "Hello, Naruto! Are you here to give Mr. Jameson more picture?"

Naruto nodded. "Yeah. He in?"

"Yes. I'll check if he's busy." She then called through the intercom. "Mr. Jameson, Naruto is here."

 _"Send him in immediately!"_ Came the usual shout through the com.

Betty smiled at Naruto. "Go on in, Naruto."

Naruto nodded. "Thanks Betty." With that, he entered Jameson's office.

Inside, he saw Robbie there, along with Frederick Foswell, with Jameson standing behind his desk. "Parker! What do you have for me?!" Jameson demanded. Rolling his eyes, Naruto took out a large envelope, and handed it to Jameson.

"Same as usual. Spider-man pictures." Everytime he came, Jameson always asked him the _same_ question, and he gave the _same_ response! It was literally what he was paid to do, what else would it be?!

Like always, Jameson and Robbie looked through the pictures, picking the ones they liked and discarding ones they (more so Jameson) didn't. Naruto decided to take more better pictures than bad, but still not perfect to keep appearance. Soon they were done picking, and Jameson called Betty to write Naruto a check. "Say, kid. How good are you taking picture at crime scenes?" He asked. Naruto raised a brow at the question. However, before he could give a response, he was interrupted.

"Jonah! You can't be serious!" Robbie shouted, glaring at Jameson. "You can't send a teen into such dangerous places!"

Jonah grumbled, sitting down. Naruto raised a brow, looking at both man in confusion. "Wait, what's going on?" He asked, intrigued. The one to answer him was Foswell, who was leaning against the wall, arms crossed.

"For the past weeks, there have been reports about several new gangs appearing around New York." He said, getting the blonde's attention. "They are simply just rumors, some glimpses here and there, but there are some signs of attacks linking to them."

Naruto blinked in surprise. Gangs? This was the first he was hearing about this. Then again, he hasn't really made any attempt to go look for trouble (the street war kind), merely letting it find him. "What gangs?"

This time, Robbie answers. "So far, we estimate around four or five gangs. Police and detective intel were at least able to identify some of them. One gang is known as the "Waste Tribe", bunch of rough, junk yard group. Another is the "Dragon Tribe". No known information on them yet. They are quick, vanishing from the scene before cops could appear. Another is called "The Apocalypse". Again, no information. Last known gang is the "H-Bombers". Now this group is the most known of them all, as they seem to want to make themselves known. They would call us, say they are going to blow something up, and do so. They want people to know about them. Most likely to fear them."

Naruto frowned. Five gangs, and he didn't know about them? What kind of hero was he? He should have kept a better ear out. He knew about the explosions, having rescued people from them, but had thought they were regular ones. To know they were planned?

He will have to go investigations of his own to prevent any more and hopefully find any sighting of the gangs.

Jameson spoke up. "That's why we need photographic evidence of these no-good criminals!"

Robbie glared at Jameson, he could put up with a lot of his friend's idiotic ideas, but sending a teen into dangerous grounds, he had to put his foot down. "You are not going to have Naruto investigating these gangs, Jonah! It's too dangerous! Besides, he have trained professionals for this, like Ben."

As the men talked, Naruto was in thought. These gang could be dangerous. Looks like Spider-man will be increasing his patrol hours.

* * *

 ** _Connors Residence ‒ Curt's Lab_**

Standing in the middle of the desk, Curt held up the liquid vial of the Lizard Formula. In the time he spent with Naruto on working on the formula, he believed he was getting closer to finishing it.

His heart beat faster in anticipation. His long life goal was nearly in his grasp!

Just a few more tests! Just a little more time!

...

Time...did he have the patience to wait? He thought to himself, frowning.

He had waited so long for this moment. To be able to regrow his arm. To be _whole_ again.

He couldn't wait! Not anymore!

Frowning, he set the vial down and grabbed his syringe gun. Putting the vial in, he gripped the gun. Holding it up, he froze. The rational scientist in him argued him to wait, to run more tests!

But the other part of him, the part that longed to get back what they have lost, pushed hat rationality aside.

With a deep breath, and prayer that this will work, he pulled down his coat, and moved the gun towards the stub. Unknown to him, the didn't see the sparks of electricity inside the liquid vial. That vial being the one that has been shocked by Electro's electricity.

As well as being the liquid that he has improved with Naruto's formula.

So, with all hopes on the line, Curt injected the liquid into his arm. A small cry of pain escaping his lips as pain coursed through him unlike every before. He gripped the desk hard, clenching his teeth as he tried to withstand the pain. Opening his eyes, he was unaware of his pupils sharpening into slits.

"AAAAHHHH!"

* * *

 ** _Abandoned Factory_**

"Gangs?" Mary Jane asked, looking up from Naruto's laptop, having been checking online stores for more materials for Naruto's suit. Naruto had just gotten done telling her of the latest news.

From his position in sitting on top of the assembly line, Naruto nodded, taking a sip from a can of coke. "Yeah. According to Robbie and Mr. Foswell, they may have been around for several weeks. No one has actually seen them, only knowing through rumors. Statement from police say they haven't been able to catch any members as of yet."

MJ cupped her chin in thought. "Waste Tribe. Dragon Tails. H-Bombers. The Apocalypse." She muttered to herself, grabbing her _"Team Spidey_ notebook" and wrote the names down. Once that was done, she looked at Naruto. "What are you going to do?" She asked, seeing the look on his face.

Finishing his coke, Naruto crushed the can, before tossing it into the trash bin nearby. He hoped down the assembly line. "Well I think it's time I use my powers of reporting for good use. Do routine patrols around the hood, look for anything suspicious, maybe get some intel. This would be a great way to help the cops out."

MJ nodded, smirking. "Detective Spider-man! Ready for action!"

Naruto, mirroring her smirk, nodded in agreement.

Suddenly, the two heard the police scanner laid on top of a crate, static to life.

 _"All units respond. We have a massive fire erupting from tall building on 164th and Union. Requesting immediate Fire Rescue and Ambulance. Repeat, need firetrucks and ambulance vehicles to our location!"_

The two friends looked at the other. Naruto smirked. "Well, its Hero Time, I guess." He said, MJ nodding. Leaning forward, she kissed his cheek. Grinning at her, Naruto ran towards his bag against the wall. Grabbing it, he leaped up high into the air towards the wide open window at the top of the wall. His civilian clothes, shoes, and now empty bag fell to the floor as he had changed and leaped off, before MJ could even blink.

Chuckling at her boyfriend's antics, MJ picked up the discarded objects, and made her way out to leave, heading towards the sewer tunnels since Naruto was not there to swing her across the halved bridge. As she stood at the entrance, Mary Jane couldn't help pause in step, and turn her head, looking into the empty old factory they used as their base away from home. As she turned to leave, she muttered under her breath.

"We need to spruce up this place up if we are going to keep using it."

* * *

 ** _The City_**

People could only watch as squads of firefighters tried their best to control and cool down the raging flames erupting from a tall build. The building itself belonged to one of the major companies in the city. All over it, explosions erupted as windows shattered, while pieces burst out from blasts. Every floor was in flames, the intense heat coming off in waves.

No one knew what happened. One second everything was fine. The next, the building began to explode from the 5th floor upward.

People jumped as another explosion, police officers moving bystanders back away from the fires. Firefighter captains ordered crews around as they did their best to contain the fire. However, they knew the bigger threat were the blazing upper floors, explosions sending debris falling down below. "We need air support to handle those flames!" A captain ordered over his talkie.

This was the scene Naruto saw as he arrived. Landing on the roof of a close building, he looked at the blazing tower. Flames licking the sides and top, smoke rising into the sky in waves. Looking down below at the cops and firefighters, he focused his hearing.

 _"...are reported trapped victims on the top floors! Statements from those rescued count 3!"_

 _"Passages are blocked by rubble. And the flames are too intense! We can't send any men! Where is the chopper?!"_

Looking back at the building, Spider-man nodded, knowing what to do.

 _Get the victims, get out before his ass is on fire._

He bended his legs slightly, tensing. Leaning a big forward, he pushed off the ground and with a mighty bound, leaped through the sky towards the building. Once he got close, he whipped two weblines on either side of the window. With a pull, he crashed through the glass feet first. Flipping, he landed in the floor. He let out a slow breath, the heat making him sweat heavily under his mask and costume. "Note to self, figure out how to make costume waterproof and heat proof! If I thought a sauna was hot, this place is like a volcano! Good thing I'm wearing boots this time."

 _"Then you better find those people before you get roasted, Tiger."_

Naruto blinked at the voice, lifting his hand up to his ear. "Red?"

He heard Mary Jane chuckle. _"It's_ Oracle _, Whiskers. I'm at your basement lab. You didn't think I'd let you have all the fun, did ya?"_

Naruto chuckle. He should have expected that from his girlfriend. "Well, you got there quickly."

 _"Took the sub. Anyway, you better hurry. I doubt that building will remain standing for long."_

Spider-man nodded. He was about ready to exit what the room looked to be an office, when the doors to said room suddenly burst open. Looking towards it, he blinked under his mask when he saw two men enter the room. They wore what looked like heavy duty yellow/orange jumpsuits with gas masks. They wielded what looked like clubs with blue light on them. Looking at the clubs, he saw them spark.

"It's Spider-man!" One of the men shouted.

 _"Who are these guys?"_ MJ questioned.

"Have no idea." He muttered to the earpiece, before focusing on the two strangers. "You guys wouldn't happen to be from the fire department, would ya?" He asked. However, he was ignored as the men got into stances.

"Roast his ass!" The one on the left called. Spider-man got ready as the men charged at him.

 ** _[Play any kick-ass action music for epicness]_**

Spider-man dodged backwards as Bad Guy #1 on the right swung his sparky stick at him. Bad Guy #2 joining in, Spidey stepped back as he bob and weaved through the swings. Seeing an opening, he punched #2 in the chin, sending him flying back. Focusing on #1, he jumped up and over him. While in the air, he grabbed the man by the shoulders, his fingers clinging to the material, and landing behind him, literally throw him over his shoulder, slamming him hard against the wall. Looking at the other on, he saw him getting back up. Looking around, he shot a line at a chair nearby. Yanking it over to him, he soccer kicked it at the man, smashing it into him, and knocking him out.

Seeing the two unconscious, Spidey nodded.

 _"Nice moves."_

"Thanks. I try."

Unfortunately for him, the party was not over, as the door to the room burst open, and more armored men ran in. Sighing, Spider-man met their charge as he ran towards them. Leaping up, he shot twin lines up at the ceiling, pulling for a double jump over the men. Dropping in the middle of the group, he grabbed one man by the helmet, and easily threw him into another. Spider-senses warning him, he ducked down a swipe. While crouched down, he kicked his leg up, and slammed his heal under the chin of his attacker.

Pushing himself up by his hands, he flipped into the air, and landed on the shoulders of another man. Taking the man's surprise, Spider-man made sure his 'stick-em powers' got a good grip on the man. _'Always wanted to try this.'_ Throwing his body back, he fell back, pulling the man with him. Landing on his hands, he used his feet and slingshot the man into the wall.

Smirking at his move working, Naruto got up, and saw the other three getting back up as well. As they charged at him, Spider-man also charged at them. Using his speed and agility, he ducked through the sea of fists and sticks. And while he did that, he would tap the men on either their arms or chests, finger tips sparking with red static. Soon he passed the three, and crouched low behind them, while said men also froze behind him.

...

"AAAAAHHH!" The men screamed as volts of red electricity coursed through them, the timed Venom Blasts activating, paralyzing their nerves. As the man dropped, Spidey stood up, looking at them. "Cool! It worked."

 _"What did you do?"_ MJ asked, having heard the screams and now saw the results.

"It's something I've been working on with my Venom Blast. I wanted to see if I can control the delay activation. It took some time, but now I can slow the activation after touching a person. Though only for a few seconds."

 _"Ah! Cool. So, who are these guys?"_

"No clue." Walking towards one knocked out man, he squatted over them, turning the man on his back. Looking his suit over, Naruto tilted his head. He patted around the man, checked in the pockets on the vest and pants, before seeing a device on the left glove. Taking it, he saw looked it over. "Some kind of communication device?" Shrugging, he put in under his pants at the waist. "Red, make note. Pockets in pants."

 _"I'll be sure to modify them."_

"Whoa!" Naruto gave a shout, as the building suddenly began to shake. "Building's unstable! Need to find those working, and get out fast!"

Running out of the room, he entered the hallway. Fire was everywhere, and the glass on the viewing window was shattered and all over the floor. "Once more, thank you MJ for the boots."

 _"You're welcome."_

Looking left, he cursed when he saw the way was blocked by debris. Looking for another way, he spotted a hole at the top leading to the next floor. Nodding, he began leaping onto the debris to the whole. Landing on the floor, he entered through the open doors to a room. Entering what appeared to be a conference room, he saw more of the men around. "Oh great. More of you guys." He said, announcing his presence. Looking towards him, the men held up their electric batons.

"It's Spider-man!"

"Get him!"

"Here we go again." He muttered. Charging at the baddies, he punched one back, before skin kicking the other. Docking other the swing of one, he countered with a punch. Back flipping, he slammed his feet on another. Pushing off him, he leaped into the air, where he shot a webline at lucky target #5. Pulling himself forward, he slammed his fist hard against his helmet, breaking it. Turning around, he shot another line, grabbing him on the chest. Holding the line, he span on his heel, and swung the man off his feet at the last standing invader.

Seeing that he was done there, he looked around for a way out. Suddenly, his spider-senses activating, as well as his hearing picking something up.

 _Beep! Beep! Beep!_

Eye widening, he jumped away from the wall as it suddenly exploded. Waving off the smoke, he looked at the new exit, and taking chance, ran through it into the next room. Hearing more beeping, he followed it and saw a bomb stuck on the ceiling. "Shit! These idiots are blowing the building up with bombs!"

 _"They must have been the ones who started the fire. They must be the H-Bombers Mr. Robertson talked about. You need to deactivate the bombs before they detonate."_

Nodding, Spider-man leaped up at the ceiling, where he stuck. Crawling over to the bomb, he looked at it. Seeing the timer, he bit his lip. "There's no time to figure out the wiring, and I can't yank it off without accidentally triggering the explosion." Thinking over his options, an idea came to him.

A crazy idea.

"Please let this work!" Gently, he placed his fingers on the bomb, and red static came from his fingers into the device.

 _"Naruto..."_ MJ dragged worriedly, staring at the camera feed.

"Please work! Please work!" He muttered hopefully.

 _"Beep! Beep! Beep! Bee-"_ The time stopped, the image glitching, before it shut off, smoke coming from the device as the circuits were fried.

Naruto and MJ both let out a sigh of relief.

 _"Don't EVER scare me like that again, Naruto!"_ MJ warned her boyfriend. Naruto chuckled sheepishly as he dropped to the ground.

"Sorry, babe. I jus-"

 _"Help!"_

Head snapping up at the shout, Spider-man turned towards the door and ran to them.

Coming out of the room into the hall, he saw that there was a man, probably one of the stranded workers, surround by the revealed H-Bombers on the pillar in the middle of the walkway. He also saw some more Bombers standing guard along the way.

Narrowing his eyes, Spider-man charged. Seeing him, the Bomber guards got ready. Reaching them, Spider-man jumped into the air. With a flip, he dropped with his legs extended, slamming his feet hard on the masked face of the first one. His body slamming with Spider-man on top of him, Spidey acted before the other one. Shooting a webline at a large piece of debris on the side, he swung it like a wrecking ball into guard #2. Not enough to kill him, but definitely enough to knock him out…and likely break a rib.

Continuing, he ran across the bridge towards the captured worker and Bombers. Jumping into the air, he shot two lines, connecting to two Bombers. Pulling them towards him, he grabbed them by their helmets, and as the came down, slammed them visor first into the ground, knocking them out. Turning to the other enemies, he did an overhead horizontal spin flip over the first charging Bomber, before delivering a kick to the back of his head. Making sure to hold back his strength, the kick slammed the man down, unconscious. Landing in a crouched position, he slowly stood up, and turned to the remaining, now nervous, Bombers.

The Bombers took a step back, glancing at the other. After a mental debate, they turned tail and ran.

"Yeah, that's what I thought!" Spidey called after them, before turned to the worker. "You okay?"

The man gave a sigh of relief and nodded. "Yes, thank you! I'm glad you came when you did, Spider-man. Those men, they are planting bombs all over the building!"

Spider-man nodded. "I know. We need to get you out of here. There are still two others in the building I have to find."

"But how? We are so high from the ground!"

Spidey thought on it for a minute. Unfortunately, that was something he couldn't have, as he felt the ground beneath him shake a bit. "I'll think of something. For now we need to keep moving and find the others before the whole building falls. Stay close!"

The man nodded, and followed Spider-man to the other side of the bridge. Taking a left, they entered a room on the right side, to what looked like a pipe room. Looking around, they saw an exit to the next room. However, the path was blocked by a wall of flames.

"What now?" Spider-man muttered, looking around. He then noticed a large water pipe above the door. _'That's it! If I pull down those pipes, I bet the water will dose the fires.'_ Moving the man back, Spidey shot two weblines at the pipe above, and pulled. Grunting from the strain, he pulled as hard as he could, the sound of metal whining echoed. Finally, the pipe broke, and water showered down the flames, putting them out.

Nodding to the man, they ran through the door, down the hall, til they came to a collapsed floor. Spidey turned to the man. "Hang on."

The man raised a brow. "Hang on to wha-AHH!" He began to scream as Spider-man suddenly grabbed him by the back of his coat, and swung with a webline over the collapsed ground and flames, making it to the other side. Setting the man down, Spider-man gave him a minute to calm down, patting his back to help. Once he calmed down – though swearing to NEVER go through that again, the two moved forward.

They came to a completely wrecked room, with about two floors collapses on top of each other, large holes leading up to an intact floor.

"HELP!"

Hearing the shout, Spider-man followed it, and saw the second worker, dangling dangerously on a ledge. "Someone help me!"

"I'm coming!" Spider-man called to him, and telling the first worker to stay there, jumped to the wall, and began quickly climbing up to the hanging man. However, the man lost his grip, and began to fall. Seeing this, Spider-man pushed off the wall, and shot at the falling man. Grabbing him, he shot a line to the ceiling, stopping their fall.

With the man keeping his arms around Spidey's neck, they climbed up to the top to the secure floor. After making another trip to get the man at the bottom, the group of three moved forward, and come server room, with a wide side of shattered windows, and Bombers moving around.

Telling the two men to stay hidden, Spider-man charged at the Bombers. Sneaking up on one who had his back turned, he dropped down and slid across the ground. Grabbing the man by his ankle, he pulled and flipped him on his back. Getting up in a handstand, he span around, before dropping his own ankle down on the man's chest, the force making him wheeze and cough as he turned on his side, curling into a ball as he held his stomach.

Flipping up, Spider-man ducked down as a second Bomber tried to strike him with his baton. While low, Spider-man kicked the man's feet from under him, making him fall. Reaching out, he grabbed his leg, before outright tossing him into the third Bomber, the two crashing down in a pile.

Seeing all the baddies down, he picked them up and wrapped them in a nice web cocoon. As he did that, the two workers joined him. Looking at the windows, Spider-man walked over and looked outside. Across the building was a shorter one. An idea came to him.

He looked at the men. "I have an idea. You're going to have to trust me." The two men looked at him in confusion. Spider-man pointed to the short building. "I'm going to connect a web line between this building and that one. You two are going to glide to that roof." The two men looked at him like he was crazy.

"Are you insane?!" The worker on the right shouted at him.

"You can't expect use to do something as crazy as that! What if the line breaks?!" The other continued.

Spidey sighed as he rubbed the back of his head. He knew his plan had its bumps, but he didn't know how long the building will hold, and he still had to find the last worker. Along the way there, he hadn't countered any more bombs, but that wasn't to say there weren't any, and didn't know when they could blow. He had to move fast.

"Listen! We don't have time for this! I can't waist time getting you two to the ground. There is still one person left I have to find! So do us all a favor: shut your traps, and trust me!"

The two men were silent, looking at the other, communicating with their eyes. After a few seconds, they sighed, turned back to Spidey, and nodded. Nodding back, Spider-man aimed his webshooter at the other building, and fired. The webline flew through the air, before connecting to the ledge of the building. Snapping the end of the line, he glue it to the roof. Grabbing the line, he gently pulled it, making sure it held steady. Once he was satisfied that it was, he looked at the men. "Okay, the line is as strong as steel cable. So it should hold your combine weight."

"Should?" Worker #1 questioned skeptically.

Spider-man waved him off. "Don't worry! These babies helped stop a speeding train going 50-100 miles on hour!" He lightly boasted. The two looked at him in shock.

 _"No time for you to get a big head, Naruto!"_ MJ reminded him over the earpiece.

Mentally agreeing with her, Spider-man looked at the two. "Anyway, you need to trust me, and glide to the other side, now."

Having no choice, the two used their coats and wrapped it over the line as handles. With deep breaths, small prayers, and some whimpering, the two took a leap of faith, and began zip lining through the air. Giving screams as they went through the air. For the men, the building and roof couldn't have come fast enough, as they quickly climbed to the room for safety.

Seeing that the men were safe, Spider-man turned around and quickly headed out to find the last worker.

 _"Naruto, hurry! Specialist are on the scene, and they estimate that the building will come down in just a couple of minutes!"_ Mary Jane warned him, watching the news of the site.

Hearing this, Spider-man pushed it harder, running as fast as he could down the hall. Explosions occurred around him, as he jumped and ducked, leaped and bounced off walls, using his spider-sense to guide him out of the danger paths. Leaping forward as the hall behind him exploded, he entered an open room, landing on the rail.

"Help! Please!"

Looking down below, he finally found the last worker, a woman. Bad news, she was tied to a large bomb, and from what he saw in the timer, there were only 5 seconds left.

Move Spidey, move!

Pushing off, he flew at the woman. Four seconds!

Reaching forward, he grabbed the ropes, and pulling, snapped them off. Three seconds!

Grabbing the woman, he ran as fast as he could towards the windows. Two Seconds...

Covering the woman, he broke through the glass as the room exploded. Holding her tightly, he shot a webline to the intact roof of the building, slowing their decent until they hang in the air. Letting go, the woman screamed as they fell. Shooting another line, he swung them away as the building behind them exploded and began to break down, pieces falling.

From a safe distance away, Spider-man sighed in relief as he and the woman hang from a line. Turning to the woman, he spoke.

"Well that was fun. Thanks for flying Air Spidey!"

* * *

 _Parker House ‒ Naruto's room_

After getting back him and taking a shower, his soot covered costume in bag to wash later, Naruto relaxed in his bed, with her precious girlfriend Mary Jane Watson snuggling up on his side, head lying on his shoulder, their fingers intertwine together.

He smiled as he looked at his redheaded girlfriend. Things have been hectic lately, but as long as she was with him, he could handle it.

Because at the end of the day, he had her with him, and that was all that mattered.

Lying his head back, looking up at the ceiling, he smiled.

His life was a comic book. He could accept that. He could accept that he will be battling dangerous villain in the future. That his life will always be in constant danger.

All that he could accept.

Because he knew he will grow strong. Why? Because he had his family and friends to protect. Aunt May, Harry... _Mary Jane_. He will grow stronger for them. To protect them.

That was what it was all about, wasn't it? One became stronger, when they were fighting for their loved ones. Because they had something to fight _for_.

And he will become strong. That was a promise to himself. He had all this power, and he will use it, to keep his loved ones safe.

Turning to the light switch, he aimed his other hand at it, and shot a web from his shooter at the switch, turning the light off. As he closed his eyes, snuggling with his girlfriend, as he slept…

 _He was unaware of the upcoming change in the storm._

* * *

 ** _Connor Residence_**

Currently in bed with his wife, one Doctor Curt Connors tossed and turned in his sleep, sweat glittering his face. His expression one of discomfort and pain. His grunts echoed out. With a gasp, he shot up awake. His pupils trembling and breathing hard, he stood up and walked towards his room bathroom. Heading to the sink, he opened the water, and splashed water in his face. Looking at the mirror, he saw how pale he looked.

For the last few days, he hasn't been feeling so well. He felt weak, sluggish. At times he could barely find the strength to get up from the bed. Martha suggested he go to the hospital, but he refused.

Sighing, he stood up to head back to bed. However, as he turned, he felt an impact on his side. Looking down, he looked at the usually sling of his long sleeve pajama shirt. However, he noticed something.

Usually the sleeve would wave and float lazily in the air. But this time, it was _straight_.

Narrowing his eyes in confusion, Curt grabbed the sleeve. However, he froze when he felt something _hard_. His heart beating fast, his eyes displaying great hope, he griped his sleeve and pulled it up.

There, where a short stump once laid, was a long, thick, mass of…something. It was white and organic, like a chrysalis. It was also heavy.

Pulling the appendage up, and laying it on the sink counter, he stared at it in hope. Grabbing it, his nails digging into it, he pulled and tore the chrysalis like a child on Christmas Day. Organic tissue fell to the floor, but he didn't care. He dug and tore, moving fast and aggressively.

Before he stopped.

There, lying in the shell, was an arm. An ARM!

He gasped, unable to believe what he was seeing. He choked on a sob. He couldn't believe it. It worked.

IT WORKED!

Eyes tingling with unshed tears, he tried to move his new arm, and slowly but surely, his new fingers twitched. Unable to hold them back, tears fell down his cheeks. Slowly, he rose his new arm upward out of the shell, web-like tissue _(note: have no idea what that is)_ covering the appendage.

He used his left hand to rub the right hand, tears flowing harder as he felt the soft skin.

How long as it been? How long has it been since he felt his hand?

 _Too long._

Looking up at the lightbulb that hand over the mirror, he reached up with his new hand, and touch the bulb's surface. He flinched, pulled his hand back from the hot object. However, even with the tingling feeling on the tip of his fingers, he laughed.

He laughed joyfully, because the feeling brought him such! To feel pain or burning only served to make him happy.

He had his arm back! He was whole!

"Curt?"

Turning to the door, he saw Martha standing there, looking at him in concern. Curt smiled at her, turning to her, revealing his right arm. "Martha…look."

Seeing the arm, Martha covered her mouth in a gasp, starring at it in shock. She couldn't believe her eyes! "Curt…your arm!"

Curt smiled brightly at his wife. "The serum worked!"

Martha frowned at him. "Serum, what...Curt! Don't tell you took that Lizard DNA! You promised me!"

Curt stopped her. "But look at the results! The Lizard's regenerative attribute has merged with my physiology, and regenerated blood cells, tissue, biomass, even the bones! In just 12 hours! Imagine what this could mean for me. For the world! The formula could be the key to saving millions of lives!"

"But how did you work the problem out?! You tried for years, with no results! And did you consider what the side effects of injecting yourself with animal DNA could do to you?! What if you suddenly started eating bugs, or climbing walls? Curt, the Project was canceled for a reason! Any test subjects **died**!" She stated, referring to the animal test subjects used to inject other animal DNA.

"But Martha, look!" Curt said, placing the hand on her cheek. Martha flinched, before calming down, Unable to help herself, she leaned into the warm touch. Opening her eyes, she looked at Curt, who smiled at her. "For years I've longed to hold you in my arms. Both of them, and now I can! Think of the future."

Seeing the great happiness in Curt's eyes, Martha softly smiled. This was the first time she only saw happiness in his eyes. Not loss and sadness.

But pure joy.

"Mom? Dad?"

They turned and saw Billy, standing at the bedroom door, sleepily rubbing his eye, having been awoken by the noise. Smiling at his son, Curt moved around Martha, and to his son. "Hey kiddo!" He greeting happily, picking his son up by his armpits for the first time ever.

Seeing this, sleep instantly left Billy, his eyes widening. "Wow! Dad! You're arm!" He stated in surprise. Smiling at his son, Curt hugged him, something he has longed to do for so long. Billy happily returned the hug, squeezing his father.

Seeing this, Martha smiled, a tear running down her cheek. Moving forward, she joined the two in a family hug. For the first time in a long time, they felt whole.

* * *

 **End of Chapter 9**

 **Next Chapter: The Rise of the Lizard! Spider vs. Lizard in the Battle of Nature!**

 **Read & Review**

 **P.S. Some have commented on how I make my chapters really long. And to that, I say, _So?_ I like long chapters, because they provide readers with entertainment and gives them stuff. Short chapters end too quickly and then you have to wait a long while for the next to come out. Too long to get things moving.**

 **I write long chapters because they keep the reader's attention on the story, and makes them want more.**

 **So why the complaining?**

 **The longer a chapter is, the better I say.**

 **Any way, remember to review and click those favs and follow buttons.**

 **Ja ne!**


	10. Alligator in the Sewers part 2

**We have done it, folks! We have reached ONE THOUSAND followers and favorites! 1,068 favs & 1,128 follows! Thank you all for loving the story so far, and helping me reach 1000 on just the first part of **_**Superior Spider**_ **.**

 **With this boost of confidence, I will make this story even more popular than** _ **Symbiotic Uzumaki**_ **by** _ **VFSNAKE**_ **, which is the #1 top story in the** _ **Spider-man & Naruto Crossovers**_ **page, with** _ **Konoha's Black Spider**_ **by** _ **Foxcomm**_ **being #2 (note: both stories are Venom-Naruto stories, so with mine being Spider-man-Naruto yet catching up, makes me happy!)**

 **Symbiotic Uzumaki has** _ **2,772**_ **Favorites and** _ **2,400**_ **Follows**

 **Konoha's Black Spider has** _ **1,485**_ **Favorites and** _ **965**_ **Follows**

…

…

 **Challenge…accepted!**

 **Review Responses:**

 _Erofox: 1) There are many speculations on how Naruto and his parents appeared in the Marvel Universe. However, I will not reveal the truth just yet. So ou may be right, or you may be wrong. Only I know the truth. 2) Yes...well, sorta. Keep reading to know what I mean. And I'm not sure they would go that far as to "force" him. 3) No, I won't kill him. And trust me, I hate him too, but his character here will be different from his character in Earth-616. 4) Hela...see note at the bottom. 5) Idea #1: While he could graduate early, Naruto is still a teenage, and wants to have as much of a normal life as possible, so he would want to stay in school. Idea #2: I highly doubt that, you'll see why. Idea #3: maybe…_

 _Random Dude: Thanks man! Yes, he will._

 _hydrO: Thanks, and I hope you loved the movie as much as I did._

 _Erofox (Jul 4): They will appear soon, and I loved the movie, it was great! Unfortunately, I don't have a ps4…*sniff!* T_T_

 _tamaraniantuesday: You know what? It's people like you that always put a smile on my face! Thanks for loving my work so much!_

 _Vanishing Raptor: That is a surprise, that you and everyone will love! XD Yes, but I have an idea of what to do with Earth-616 Octavious._

 _Cloud9: Another reason is to just drag things one. Lol_

 _ZEBRAWARP7: Damn, could have done that. XD_

 _Anthony00: I am trying to keep things balanced but also control my urge. If things go out of control, I can only hope I am able to fix it, but thanks for our concern. That is one idea._

 _Pallet: Well we have yet to see MJ cook, and Naruto is still stuck with his ramen obsession. But you KNOW that no matter how well the girls' cooking skills are, to Naruto (and just about every other man) none would come to his aunt/momma May. XD_

 _Red Panda 1: Thanks. Wait and see~_

 **Disclaimer: The following is a fan-based parody. Naruto, Spider-man, Marvel, and anything of similar content is owned by Masashi Kishimoto, Stan Lee, Marvel, FOX, Fox Kids, Marvel Comics, and Disney.**

 **Please support the official release.**

 **Betas: Chaos-PSD & Dragon God of Miracles**

* * *

 **Chapter 10: Alligator in the Sewers part 2: The Beast Awakens**

* * *

 _*EEH! EEH! EEH! EEH!*_

It was the annoying sound of the alarm clock that woke Naruto up. It was also said sound that ended its function, as a grumpy fist slammed down on it, shattering it to pieces.

"Shit! Not again."

Grumbling at the fact he 'accidentally' destroyed _another_ clock, Naruto rose up on his bed. Opening his mouth to let out a wide loud yawn, Naruto smacked his lips as he looked around. He didn't see MJ around, so she was either in the bathroom or in the kitchen eating breakfast (not the first time she slept over. Also wasn't the first time they slept in the same bed, accidently of course, much to their prior embarrassment), or she left to her home sometime during the night or morning.

Looking around, he spotted a sticky note stuck to his desk lamp. Reaching over, he plucked it and looked at the message.

" _Morning Tiger. Sorry I had to leave early in the morning. Wouldn't do for Aunt Anna to come to my room and I'm missing. So I had to sneak out and sneak into my room. I miss our cuddling already_ (He chuckled when he saw a small drawn face with puffing cheeks. "Chipmunk…" He muttered.) _Anyway, I promised Liz and Sally I would ride with them to school today, so unfortunately no swinging. I'll see ya there, Whiskers!"_

Smiling at the note, he placed it back on the desk before standing up from his bed. Stretching his muscles and bones, he went about getting ready. After a shower and getting dressed, Naruto walked down to the kitchen, smiling when he saw his Aunt May placing a plate of eggs and toast on the table. Seeing him, she smiled. "Good Morning, Sweetie."

Giving his aunt a kiss on the cheek, Naruto moved to the fridge. "Morning, Aunt May." Taking out the jug of apple juice, and taking a cup, he sat down on the table, beginning to eat as his aunt joined him. As the two ate, Naruto looked at the news on the kitchen's small television, which displayed Whitney Chang, talking about the exploding building yesterday, as well as the people Spider-man has saved. He frowned slightly, as that reminded him about those strange men that appeared.

Now knowing them to be the rumored "H-Bombers" gang, it brought even more questions. Who were they really? Why were they so set to blowing up that building? Recalling back, he remembered seeing that as they set explosives around, they also worked around the computers and consoles.

Perhaps taking data? Or looking for something?

If so, what?

So many questions, but no answer. As he ate, he thought about what his next move should be. Should he follow through and investigate this case, like a detective? Go back to the scene of the bombing and see if he could find anything? He also had that device he took from one of the goons. It looked like a communication device. While he wasn't a major expert in electronics and coding, he might be able to hack the device and use it to retrace the signal, and possibly find these Bomber's hideout if he was lucky.

"I hope everyone in that building is alright." He heard his aunt said, as she looked at the image of the building's remains. The fire and explosions had caused it to crumble under its weak weight. The report saying how the area around the ruins has been closed while the wrecking and construction crews fixed the mess up.

"I'm sure they're alright, Aunt May. I'm sure Spider-man got everyone trapped inside out safely." He reassured his aunt, who smiled at him.

May nodded. "Yes. Thank God this city has heroes to protect it. Even if they wear those ridiculous outfits." She said, chuckling, while Naruto sweatdropped.

He didn't look ridiculous in his costume…did he?

Hearing a snort from his head, his eye twitched. _'Stupid fox! Go back to taking your stupid nap!'_ It was like it was always waiting for the right chance to insult or mock him.

"Now you better finish your breakfast, dear. You need to head to school soon." May reminded her nephew. Naruto nodded and continued eating, though he wasn't worried about arriving late when you could swing there.

 _As long as there weren't any emergencies he had to take care of…_

He just jinxed himself, didn't he?

* * *

 _ **Later**_

"Yup! TOTALLY jinxed it!" Spider-man shouted as he ran as fast as he could, holding a man over his shoulder, and a woman under his arm as the building's hallway burned with the fury of hell.

There he was, calmly web swinging on his way to school, when he came upon an emergency. And what was said emergency? Why, a building on fire!

 _Of course_. _Why not?_

And being the hero that he was, one who takes the safety of people above his attendance record, Naruto had no choice but to stop and help people out of the burning building.

Yet another tardy, thanks to Spider-man. Great.

With a curse, he shot out of the window as the flames chasing him burst out behind him. Bending his legs, he smoothly landed on the ground, the force dulled by him unconsciously shifting the force under his feet.

 _Yeah, he could do that. Saved broken pavements._

As he put the two down, some paramedics came to look them over, while the chief turned to the Web-Head. "Thanks for the help, Spider-man. Good thing you came when you did."

Spider-man nodded. "No prob. By the way, do you know what time it is?"

Looking at his watch, the man answered. "Around 8:45."

Eyes widening behind his mask, Naruto began to panic. "Crap! I'm late! Gotta go!" The man watched as Spider-man shot off on a web-line, watching him leave while scratching the back of his head.

"Huh. Guess he had something important to do."

As Spider-man swung, he made a quick stop on a roof where he put his backpack. Lifting the bottom of his mask up, displaying his mouth, Naruto took a whiff of his arm, and cringed. "Agh! I smell like ash! I can't go to school smelling like this! But I can't go home and take a shower. Need another way…" Looking around for a solution, he spotted a perfume store, with a sales lady standing outside, giving a sample to bystanders. He smirked. "Bingo!"

"Excuse me."

The saleswoman jumped with a yelp as the sudden voice behind her. Turning around, her eyes widened when she saw Spider-man hanging upside down from a webline. She wasn't the only one surprised as the people around them muttered at the appearance of the spider-themed hero.

"I-I-I…" the woman stuttered, not knowing what to say. Spidey's mask wrinkled as he gave her a smile.

"Do you by chance have anything that is harmless to a spider?"

After buying his bottle of perfume ‒ ignoring the saleswoman's words on it being free ‒ Spider-man continued on his way to Midtown, all the while spraying his body, trying to get rid of the smell of ash before it got absorbed into his skin under his costume.

He hoped it worked, as he came upon the school. Landing on the roof, he quickly changed into his casual clothes. Hopping his way to the door on one foot as he tried to put his shoe on, the other one under his arm, he also continued to spray himself with the perfume. Luckily it wasn't a strong brand that would blind his sensitive nose, but enough to hopefully get rid of any lingering ashy scents.

After managing to get his shoes on, Naruto quickly entered the building and ran as fast as he could to his classroom. Looking at his watch, he cursed.

He was 30 minutes late!

Groaning as he knew what it meant, he made it to his classroom door. Standing in front of it, he debated going through the window, and using his _accelerated speed_ to sneak to his seat while Mr. Warren's back was turned. However, he knew it was no use. Sighing, he prepared himself to his fate, and opened the door.

Entering, he got everyone's attention as they all looked at him.

Mr. Warren frowned as he looked at his star student. "Thank you for joining us, Mr. Parker."

Naruto rubbed the back of his head sheepishly. "Um… sorry." He didn't give any excuse, knowing teachers hated that.

"See me after class."

Sighing, Naruto nodded. "Yes sir." He made his way to his seat, ignoring the laughter aimed at him from Flash. Sitting down in-between Mary Jane and Harry, he silently took out his materials. Harry bumped his shoulders.

"Where you been, bro?" He asked his blonde friend. "And…" He sniffed the air a bit. "Why do you smell like my fireplace?"

Naruto just groaned.

* * *

 _ **After Class**_

"I expect you to start coming to class _on time_ , Mr. Parker."

Naruto nodded to his teacher. "Yes sir, Mr. Warren." He responded, before sighing when the door closed. Running a hand through his hair, he began walking towards his next class. He had just been given a lecture on how he should take more care not to arrive to class late again, as this was the _second time_ so far he's been late. Not to mention his grades have been slipping lately, and was close to dropping. He was given a warning that the next time he was late, he would be getting detention and have his aunt called.

That was something he didn't want. If Aunt May is told about his tardiness and slipping grades, she'll get worried, make him quit the Bugle or Internship, as well as start asking him questions.

Questions he would have no way of responding to!

Last thing he wanted was to let Aunt May know about his powers and him being Spider-man.

Because 1. she would **freak**! And her freaking makes _him_ freak!

And 2. She will worry about him doing dangerous stuff and force him to stop.

Yeah, Aunt May learning his secret was the _very_ _last_ thing he wanted!

He shook his head. It would seem like every time he web-swung to school, there was _always_ some crime to get in his way! Like last week, he had to stop an out-of-control car whose breaks stopped working. Normally that wouldn't be something that would take very long.

Unfortunately, it didn't end there! No! As another kicker, the occupants of the car were a couple…

With the woman being pregnant, and was in labor!

So after stopping the car, he had to swing the woman to the hospital!

 _Which was on the other side of Manhattan!_

Yeah. That was the strike of the _Parker Luck_ at its highest so far!

' _Well, at least those accidents are calmer than having to face Vulture, Doc Ock, or Electro. Speaking of which, wonder how my favorite baddies of crime are doing in Ryker's Island?'_ Chuckling at the memories of kicking their asses, Naruto nodded as he saw Mary Jane and Harry ahead.

"And here's our resident prisoner now." Harry joked as MJ grabbed her boyfriend's hand, smiling at him, which he returned. "What kept you bro?"

Naruto gave Harry a tired grin. "Just the dramatics of the city. Came upon a building on fire on the way, so the road was blocked. Had to take the long way around."

Harry nodded, understanding. "Explains why you smell so ashy. For a second I thought you might have taken up smoking."

Naruto scoffed. "Please! I'm too cool to smoke!" He said, giving an arrogant grin, making MJ chuckle and Harry roll his eyes.

"Whatever _'cool dude'_. You know if you ever need a ride, I can pick you up in my limo." He joked, making Naruto chuckle, recalling the first time they met.

"I'll be sure to remember that." The blonde told his friend, smiling as MJ pecked him on the cheek. However, pulling back, MJ wrinkled her nose.

"You do smell like a fireplace." She stated, making Naruto groan. _Still?_ Great! He was going to have to sneak into his house before Aunt May caught whiff of it and started having thoughts.

" _Damn Parker Luck."_ He grumbled as he headed to his next class, much to his friends' amusement.

* * *

 _ **After School**_

After a stop at his house and a shower, Naruto had finally gotten the ash smell off his clothes. Luckily, May wasn't home, having gone out shopping. This gave him time to put his costume in the wash. As he waited for that, he heated up some ramen, as well as served up some rice and chicken.

He was in a good mood. After his last class, he waited in the courtyard for MJ to walk her home. Him being out in the open made him an easy target for Flash and his pranks. Said prank being him firing water balloons at the shorter blonde from a room on the third floor.

As a former prankster, Naruto had to give him props. It would have been a good prank.

Unfortunately for Flash, Naruto's spider-senses had his back.

 _ **Flashback**_

 _Standing in the courtyard, surrounded by his fellow students, Naruto stood, bored as he waited for his girlfriend. Meanwhile, up on a classroom on the third floor, Flash and Kong chuckled as they prepared the balloons._

" _Hey look. There's Parker." Kong noted. Flash chuckled as he grabbed a balloon._

" _Oh yeah. Payback time for the pie in the locker, Puny Parker." He said as reeled back his arm._

 _Back down below, Naruto rolled his eyes around lazily, looking for any sign of MJ's red hair. Seriously, how long does it take to get your notebook you left in the classroom?_

 _Just then, his eyes widened as his spider-senses activated. Not giving any visible movement, he glanced around for what could have activated it. All movement slowing down as his hyper-movement unconsciously activated._

* * *

A Chibi-Spidey wearing a square academic cap appeared, tapping a chalkboard with a ruler. "For those of you who may not know, Hyper-Movement is an enhanced adrenaline speed, given when in a moment of endurance, it would appear as if everything around you is slowing down. Athletes and Basketball players use this when they are running at peak adrenaline. With his Spider-Sense, Naruto can use this to his advantage, locating the danger, and acting as needed."

* * *

 _Following his spider-sense to the incoming danger, he located it in the form of the water balloon heading his way, thrown by Flash. Raising a brow, the whiskered blonde thought on how he should do this. Thinking, he shrugged. Why not have some fun?_

 _So, moving back to his previous position, time resumed. Naruto bent down on a knee, pretending he was tying his shoe, as the balloon flew over him, missing him by an inch as it exploded on the ground a few feet from him._

 _Flash blinked, unsure as to what happened. He knew he aimed at the back of Parker's head, so how did he...?_

 _Behind him, holding the next balloon, Kong blinked. "Dude, you missed." He said, stating the obvious._

 _Scowling, Flash grabbed the balloon. "It was just luck! I'll get him this time!" He then called out the window, getting the students' attention bellow. "Get ready to get wet, like the geek you are, Parker!"_

 _Standing up, Naruto looked at Flash with a raised eyebrow, before sighing._ 'Alright, time to put Eugene down a few.' _"If you're so confident, hit me with your best shot, Flash!" He retorted._

 _Taking that challenge, Flash threw his next water balloon. Naruto responded by tilting his upper body to the left, missing the shot. Getting angry at missing again, Flash quickly reloaded and fired. Naruto hopped backwards, the balloon popping at his feet. Seeing more coming, Naruto continued to dodge them with barely any effort, merely tilting, ducking, and sidestepping the balloon._

 _Soon, all the students gathered around, watching the show. Glancing at them, Naruto rolled his eyes. Watching a student get bullied ‒ would this even count as bullying? ‒ always made a_ great _form of entertainment in High School Life._

 _Note the sarcasm._

 _Now gritting his teeth at all his misses, Flash grabbed the next balloon, and putting all his football throwing skill in his arm, threw it as hard as he could at Naruto. Spider-senses alerting of the incoming projectile, Naruto turned his attention back on the task at hand. Eying the fast approaching orb, he narrowed his eyes. Back and legs, tensing, he got ready to make his move._

 _The water balloon was less than 5 feet away from him. It was getting closer, inch by inch. Naruto got ready._

 _NOW!_

 _No one knew what happened. One second, the watchers were certain the balloon was about to hit Naruto. The next, the whiskered blonde was bending backwards, upper body bent back til it was parallel to the ground as he held himself up by an arm, as the balloon flew over him._

 _SPLASH!_

 _The balloon did indeed hit a target. And that target, was none other than the principal._

 _..._

…

…

" _...EUGENE THOMPSON!" Eyes wide, Flash quickly hid behind the wall. Unfortunately for him, it didn't not save him. "MY OFFICE! NOW"_

 _Mary Jane had just walked out of the school building, having retrieved her notebook she left in class, only to come upon a laughing crowd of student body. Blinking in confusion, she looked around. Spotting her boyfriend, she walked over to the laughing blonde. "Um, what did I miss?"_

 _Looking at her, Naruto smiled, still chuckling. "Oh nothing red. Nothing at all." He said with a mysterious smile._

 _Mary Jane just tilted her head to the side like a puppy._

 _ **End Flashback**_

Chuckling at the memory, Naruto walked up the stairs to his room, food in hand. He will be meeting up with Doctor Connors and the others later at the now fully rebuilt lab. Placing the food on his bedside cabinet, he looked around for his camera, wanting to see if he had any old good pictures to give the bugle to make up for not having anything of the exploding building last night. Anything to keep Jameson from breaking his voice from shouting ‒ though he wasn't against it, if he was honest with himself.

Seeing his camera in his closet, sitting on his top shelf. Walking to it, he reached up and grabbed it. He was about to leave, when he stopped, something catching his eye. Turning his head, he saw something hidden, nudged between two shirts. Grabbing it, he pulled it out.

It was his father's leather briefcase.

Looking at it, eyes glazed, his feet seemed to move unconsciously as the moved out of his closet, and took a seat on his bed, eyes staying on the case.

He had completely forgotten about this thing. Actually, he didn't even know _why_ he took it out. He had gone through everything in the file, and simply tossed the case aside.

For memorial sake, maybe? It did belong to his father. He didn't want to bring up bad memories, but also didn't want to throw it away either.

Pursing his lips, he scooted back till his back hit the wall, taking his food with him. Case on his lap, he began eating his ramen, all the while staring at the case; letting long old memories resurface.

Memories of times he spent with his parents. Having dinner at night, going to the park, watching movies together, etc.

He rubbed his eyes, brushing away unshed tears. Taking a deep breath, he shook his head. Finishing up his bowl, he moved on to his plate, as he grabbed the case. Opening it, dunked anything left in it.

All that came out was the CD.

Blinking, spoon in his mouth, Naruto looked at the disk. He forgot about that. Tilting his head, he picked the CD up, holding it at eye level. Narrowing his eyes, he looked at it, as if it would suddenly reveal its secrets to him.

Luckily, Man created the computer to do that for him.

Standing on, he grabbed his plates to put in the sink, before heading downstairs. Once the dishes were washed, he headed to his work lab, where he moved to his computer, and inserted the disk into the tower, and waited for it to load.

 _Importing files. Estimated Download time: 30 minutes_

Eye twitching at that, Naruto groaned, head dropping.

 _ **BEEP!**_

Hearing the dryer finish, Naruto raised his head. Heading to the garage to grab his costume, Naruto took a sec to glance at the clock on the wall. He bit back a curse when he saw that he had to head to Connor's Lab. "Dammit!" Needing to hurry, Naruto raced up the steps to grab his costume, prepare his bag, and get out the door.

Once Naruto left the house, the computer in the lab beeped, the download finishing. System starting, the home screen appeared, and the _File Explorer_ window opened up, displaying several files, with one at the top having an interesting name:

 _To Naruto_

* * *

 _ **Later ‒ ESU**_

Deciding to avoid any unexpected mishaps that will force him to be even more late than he already is, Naruto took the subway to the lab. Walking out of the subway entrance in front of ESU campus, Naruto smoothed out his shirt. The train had been full of passengers, so he kept bumping into people and vice versa.

 _He regretted taking the subway_.

Walking up the steps and heading to the lab building, he spotted Debra, who seemed to have also just gotten there. "Hey, Debs!" He greeted, holding a hand up. Looking his way, Debra rolled her eyes in amusement at the nickname Naruto seemed to have for her.

Approaching him, Debra nodded in greeting to the blonde. "Hello, Naruto. It's been a while. How have you been?"

Naruto shrugged. "Good. Same old, same old."

Debra smirked. "Really? Even with a girlfriend?" She couldn't help but tease. Naruto rolled his eyes, though a bit pink on the cheeks in embarrassment.

"Very funny, Ms. Whitman." He muttered, making Debra smirk. "But if you must know, MJ and I are doing great. Our relationship is doing great. Couldn't be happier."

Debra smiled nodding as the two walked towards lab. As they walked, Debra looked at the whiskered blonde. "Thank you, by the way."

Naruto raised a brow at her. "For what?"

"For inviting me to the dance. It was…fun." She muttered at the end, a bit embarrassed.

He chuckled, seeing the glasses wearing blonde scientist look away in embarrassment. "No problem! Glad you enjoyed it."

Debra nodded, gaining a thoughtful look. "Still, who knew that on that same night, there would be battle between Spider-man and some kind of electric man."

Naruto winced, knowing that the man he had fought was Max the electrician, an innocent man, who suffered a terrible accident. Looks like Debra didn't know.

"How do you think that electric man could do what he does? How was he able to survive having his body made of electricity? If his body is made of electricity, how can he have consciousness? Was he some sentient electrical being?"

Naruto listened as Debra went into _'nerd mode'_ – as called by those who weren't experts in science, like MJ, Liz, Flash, etc. – and began to try and break down Electro's capabilities. He chuckled, as he recalled doing the same during their fight, looking for a way around his attacks.

Shaking his head with a grin, he opened the door, letting Debra go in first, getting a nod of thanks, before following her inside.

Entering, Naruto paused, blinking. Nose twitching, he took soft sniffs of the air, silent enough for Debra not to notice. His enhanced senses detecting a very familiar smell.

Sweet.

Delicious.

 _Chocolatey._

' _Cake?'_ He thought, wondering why he smelled cake.

The answer came, when he looked far to the side of the lab, where he saw the Connors, including Billy. Spotting the two interns, the family smiled at them. Approaching them, the two blondes saw Curt pushing a cart with a cake on top, a bottle of apple juice, and some soda.

"Ooh! Cake!" Debra noticed.

"It's chocolate!" Billy told them, smiling a large happy smile.

Stepping forward, Naruto shook Curt's hand. "What's the occasion?" He asked, before stopping, looking down. He was shaking Curt's hand. His _right_ hand! "D-Doctor Connors! Your _right_ hand! How?!" He asked, as beside him, Debra gasped also seeing the once missing limp.

Curt chuckled, pulling his arm back. "It's…a long story. I'll tell you about it later. For now, let's celebrate!" He said, gesturing to the cake.

As Debra and the Connors gathered around the cake to cut it, Naruto hung back, frowning.

 _Why were the hairs on the back of his neck standing up?_

For the next few hours, the group celebrated and ate cake. While Billy was sitting at a table, playing Angry Birds on his dad's phone, the adults were conversing amongst themselves. With Debra going on about how Dr. Connor's formula would get many awards, maybe even a Nobel Prize!

Naruto chuckled at the overexcited scientist. "I think what Debra is trying to say – in her excited way – is, how did this happen? I mean, the serum wasn't even fully perfected. Not to mention we haven't even tested it." He said, before flinching when he saw Martha sending him scorching look. Crap! He forgot Curt didn't want his wife to know about their project.

Way to go mouth!

"Don't be angry with him dear. I made Naruto work on the project with me, as well as to keep it a secret." Curt came to Naruto's defense, hoping to smooth his wife's temper. He then turned to Naruto. "And I apologize, Naruto. A broken man's desire to be whole again compelled me to take extreme measures."

Naruto's eyes widened in understanding. "You used yourself as a guinea pig?! Doc! Don't you know how dangerous that is?! You've been taking imperfect, untested compounds! You could have died!" He stated in a forced whisper, not wanting Billy to hear and scare him.

Curt gave a sad smile, while Martha placed a hand on his shoulder, looking at Naruto. "Trust me, Naruto. I let Curt know just how _idiotic_ he was for doing what he did. So far, thankfully, there haven't been any dangerous side-effects. But we'll have to keep a close watch, monitor everything and keep note." She looked at the two interns. "For now, we can't let anyone know about Curt's new arm. So I trust you'll keep quiet about this?"

Naruto and Debra nodded. "We promise."

Curt stood up, looking at the three. "Alright, let's all calm down. I feel fine! Better than before in fact! The serum worked."

"But how can we be sure?" Naruto asked. He knew firsthand how having animal DNA injected inside of you could have unexpected side-effects. Naruto – presumably – got off lucky. Only getting the abilities of a spider, and NOT getting turned into something monstrous like a giant spider or something (thank god!).

But who knows what Connors injecting unperfected lizard DNA (mixed with all sorts of other components) into his body could do to him! They have yet to complete or stabilize the formula. They planned to attempt animal testing on the lab rats.

Who knows what that serum could do to a human?!

"Trust me Naruto. It worked. The proof is right here!" He listed his newly reformed right arm as the proof needed. "Call it, a 'scientific gut feeling'. All those tests and planning weren't for nothing. But if it makes you all feel better, I'll do daily check-ups on the serum and arm." He said, getting a kiss on the cheek from Martha.

Still, Naruto frowned. _'It's not the arm I'm worried about. It's what in you that worries me.'_

* * *

"I don't know, MJ. While I'm happy Dr. Connors has his arm back and is happy, a part of me can't help but get a bad feeling about all of this." Naruto said as he sat on the window sill of MJ's bedroom, facing out as he enjoyed the cool night air brushing against his face.

MJ looked at him from the bed, as she put a piece of cake in her mouth. Naruto was given extra pieces of cake to share with Aunt May and MJ "Is it your spider-sense?" She asked after swallowing. Naruto, however, shook his head.

"Not exactly. It's more…of a foreboding feeling. Like a tingling feeling on the back of your neck. I don't know. It's like…something bad is about to happen. I had the same feeling at the dance, with Electro."

"Could it be because he took the serum?" She asked, seeing how thoughtful Naruto was about this, and wanted to help him.

Naruto nodded as he looked up at the night sky. "How could he take the serum? We weren't finished with it, or had it tested. Something like that could be dangerous. Fortunately, he seems fine."

Mary Jane shrugged as she ate another piece. "Maybe he's lucky like you. You said it yourself, test subjects injected with the Cross Species formula died. And he's alive, like you when that spider bit you." She said as she scooted back to lean back against the wall.

Looking at her over his shoulder, Naruto turned around to lean against the window frame. "But I was only given a small injection via the bite, and was in a coma for weeks. Who knows how large of a dose he gave himself?! I don't know, MJ. It feels like we're missing something, and it's going to cost us."

MJ frowned, seeing the worried look on her boyfriend's face. Putting down her plate, she stood up and walked towards him. She sat down on the frame beside him. "Hey! Don't worry, Web Head. Maybe you're just thinking too hard on this. And if you're right, Spider-man can stop it." She told him, before turning around and laying her back on his front, laying her head on his chest. "Now, stop filling that head of yours with thoughts, and focus on the present. Okay? You need to stop filling that cute brain with worry."

Naruto smiled softly at her, nodding as he wrapped his arms around her, resting his chin on the top of her head. She was right, he shouldn't be thinking about all of this now. He could do that later, as he goes on his nightly patrol. For now, all he should be focusing on is her. "You're right, MJ. Thanks." He said, cupping her chin and raised her head to face him. Smiling at her, Naruto leaned down and pressed her lips against hers, making her give a soft hum at the contact. As she closed her eyes to savor the feeling, Naruto smirked into the kiss and pressed harder into it.

However, their moment was interrupted, as Naruto sudden pulled his head back, breaking their kiss. MJ frowned, wondering why he did that, while Naruto turned his head around, looking out at the dark neighborhood. His hearing picking up the sounds of sirens.

His eyes moving to the city in the distance, Naruto looked back at the redhead, giving her a sheepish grin as he rubbed the back of his head. "Um…MJ?"

She groaned, dropping her head. "Only in New York…" she muttered, before fanning her hand lazily at him. "Fine. Go on, be a hero."

Giving her one last sheepish smile, and soft peck on the lips, Naruto dropped backward out of the wind, before a second later, he shot upward up to the roof in his Spidey Suit, his regular clothes being thrown through his open window as he swung down the streets.

Looking after him, MJ shook her head with a smile, leaning against the frame.

Making it to the city, Spider-man found the trail of police cars and followed them, the radio on his earpiece letting him know it was a bank robbery.

As he swung past buildings, he never took note of a figure standing on top of a rooftop, watching him through binoculars.

"Hmm, so _that's_ Spider-man." Lowering the scopes, the figure smirked. "I've got my eyes on you, Mister _Spider-man_."

* * *

 _ **Later that Night – Connor's Residence**_

With his wife and son asleep, Curt was currently in his private room/home lab, going over some last minute notes. Right now, he was going over and checking the status of his notes supply for his other projects.

He had lost a lot of stuff – equipment, supplies, and notes – in Electro's attack on his lab, and need to see just how far back that set him.

The results were _displeasing_.

Rummaging through his papers, Curt slammed them down on his desk in anger. "I've lost so many of my notes! At least 75%!" He gritted, glaring at the papers in anger. "So much time, and money. Wasted! Why did they have to fight in _my_ lab!" He hissed. His anger seemed to have an effect, as his pupils sharpened to slits.

He then suddenly stopped, hissing as he doubled over in sudden pain that coursed through his body. Placing his right hand on the wall to keep himself standing, he gritted his teeth – which had suddenly sharpened – as he tried to hold in the shout of pain as his whole body seemed to go into a shockwave, starting from his right arm and working its way to the rest of his body.

He bit down on his lip, drawing blood, as he tried to will the pain back. Luckily, through great force of will, it seemed to work, as moments later, the pain soon left, leaving him panting, as his unnoticed feature changes returned to normal.

Running a hand through his sweat dampened hair, Curt shakily stood up. Taking a deep breath, he shook his head. He was unsure as to why that had happened, but simply brushed it off as his body still getting used to and stabilizing with his newly reformed arm. Simply the nerves connecting and running tests.

Nothing more.

Sighing, Curt decided to take a shower, and go to bed. Shutting the light off, he left the room.

Back in the room, Curt didn't notice the four deep gashes running down the wall, made from the long claws he didn't see growing from his fingernails.

* * *

 _ **The Next Day**_

The door to the Parker Residence opening, Naruto stepped inside, followed by Mary Jane, school ending.

"I can't believe Flash tried to prank you again. Didn't he learn his lesson in detention yesterday?" MJ muttered, shaking her head in exasperation. Naruto chuckled as he closed the door.

"You know Flash, MJ. Barely anything in that thick head of his." Both sharing a laugh, they entered the kitchen where they saw Aunt May at the table, a cup of coffee in her grasp. Seeing the two, she gave them a welcoming smile.

"Hey you two! How was school?"

Naruto huffed. "Boring, brain numbing, feeling like my very soul was being sucked out by those books and lectures…"

May smirked. "As long as you keep your grades up, I say it's doing its job." She chuckled at Naruto's pout. Getting up, she patted her nephew's cheek. "I'm just kidding honey...but still, keep your grades up, or else." She smiled at him.

Naruto didn't need his _spider-sense_ to know not to take his aunt's threat lightly. He chuckled nervously, sweats dropping. "Um, you got it Aunt May." Pecking her cheek, he headed to the fridge to find something to eat. Inside, he saw some leftover ramen cups. "Sweet! MJ, want some ramen?"

"Pork please." The redhead called out as she and May walked into the living room. Sitting on the sofa, the two females passed time by watching the news or some soap operas, or holding conversations. Minutes later, Naruto walked out of the kitchen, using a cutting board to hold three bowls of ramen - one for MJ, the other two for him, knowing that while she liked to eat ramen sometimes, she wasn't going to eat more than one bowl, unlike him, who was a glutton for it (her words).

Sitting down on the couch beside his girlfriend, Naruto passed her her bowl. Taking his own, he sat back as MJ leaned against his side, laying her head on his shoulder as the two watched the television, the current news detailing recent crimes happening in New York or other stories.

Beside them, May smiled happily at the two, thanking the Heavens the two found comfort in each other's arms. _'Oh Ben, I hope you are watching over these two. While I wish you could have seen them get together in person, I know you are glad Naruto has someone special in his life.'_ She silently prayed, before turning back to the news, which began covering crimes stopped by Spider-man, as well as the still missing Avengers, who hadn't been seen by the public for several months.

Half an hour later, Naruto and Mary Jane went down to his basement lab, while May went to get started on the laundry then dinner for the three of them. MJ offered to help, but the kind woman declined, not wanting the redhead to over work herself.

MJ raised a brow as she looked at the set of chemicals laid out on the work table. Picking one up, and holding it to eye-level, she looked at Naruto. "What's this?"

Said blonde was changing the filter in his camera. Pausing, he looked her way. Seeing what she was holding, he understood. "Careful." Walking over, he gently took the vial from her, and placed it in the beaker holder. "I'm trying to mix chemicals with my webbing compounds to see if I can generate different attributes. For example, one type I'm trying to get is webbing that is resistant to electrical currents. It would help me if I ever come across another lightning user, like Electro. Maybe even fire-proof webbing, or constricting webbing. Who knows?" He shrugged.

"Cool." MJ said, nodding at the great plan. Looking around, she walked to the main computer to check the news website on any major crimes happening around the city or the social chatroom concerning thoughts of Spider-man.

As was her role as (self-appointed) _manager_ of Team Spider.

Waking the computer up from sleep mode, MJ blinked at the window she saw on the screen. "Naruto?" She called, getting the blonde's attention. "What's this?"

Walking over, Naruto looked over her shoulder at the screen. Seeing what was on the screen, he blinked, eyes widening a bit in remembrance. "That's right! I totally forgot!" He muttered, making MJ look up at him in confusion. "Yesterday I found a CD in my father's briefcase that I forgot about. I decided to see what it was and uploaded it. But with the news of Dr. Connor's regrown arm, I forgot to check out the files." He explained, his eyes looking at the file addressed to him.

MJ got out of the seat and let Naruto take it. Standing behind him so she could look over his shoulder, Naruto clicked open the folder.

Inside the folder, they saw several more folders and files. Some were notes on the Cross Species Project. Some journals, and even photos. Then Naruto saw a video file, saying _"PLAY ME"_.

Sharing a glance with Mary Jane, Naruto opened the video file. The media player opening, the two saw the video start and saw the face of Richard Parker on screen, making them gasp softly.

"Dad?" Naruto muttered in shock.

Richard licked his dry lips as he looked at the recording cam. _"Hello, Naruto."_ He began, making the two blink in surprise. _"If everything has been done the way I hope, your Uncle Ben should have given you this file on your 18th birthday, and Happy Birthday by the way, but if not...then something went wrong. I won't lie...I had hoped this video would have never been played, and instead your mother and I are with you. But...I knew it was a fool's hope, and...because of this foolish man, you have lost your mother and father."_

Naruto raised a brow in confusion. Why was his father blaming himself for his and his mother's deaths? What did he mean _'because of him'_?

Richard gave a deep sigh, taking off his glasses as he ran a hand down his face. Taking a moment of silence, he focused back on the camera, putting his glasses back on.

" _I am truly sorry, Naruto. Most boys are supposed to look up to their fathers, wishing to grow up to be great men like them...but the truth is, I am not a great man. I have made many mistakes in my life, made deals with the wrong people, and did things that endangered my family. So many mistakes...but know, Naruto, that when I found you and decided to take you in, that was_ **not** _a mistake, or anything that I regret! I love you, Naruto, as does your mother. You have been the light in our darkest hour, and we could not have asked for a better one."_ Richard said, smiling at the camera.

 _Smiling at Naruto_.

Naruto bit his lip, his eyes stinging as he tried to hold back a sob at his father's words. He felt MJ place a hand on his shoulder as a few tears slid down his cheek. Pausing the video, he rubbed his arm over his eyes as soft sniffs sounded out. Taking a deep breath, he held back his cries as he continued the video.

Richard frowned, sighing. _"My son…whatever lies will be told about me after I'm...gone, I would like the world to know the truth. For_ _you_ _to know the truth. I have discovered that Norman Osborn made a deal with a foreign military organization in return for providing them with genetic research. My research. And I discovered what they were going to use it for. Weapons. Biological weapons, of course. However, I was found out before I could do anything, and Norman approached me. He offered to help him with it, and in his words, "Help change the world for the better". However, I knew better. Norman was a snake. He is a man that enjoys having power and control. And if he got his hands on my research, the world would be in danger._ _So I refused. And now, to eliminate me from the picture, Norman Osborn had falsified evidence against me in order to take control of my work. But it doesn't matter because there's something else... something that Norman doesn't know."_

Naruto and MJ blinked at that and leaned closer to the screen.

" _As you may or may not know, I worked on a special project. I worked with a team of friends, such as Curt Connors. Our work was to figure out a way to implant a human with the special attributes of animals, such as healing, speed, strength, and agility. However, the overall project was deemed a failure, as we could not figure out a way to stabilize the strands together. After much thinking and planning, I had an idea. What if instead of injecting animal DNA into a human...we injected_ human _DNA into an animal, and use that new mixed blood to inject into human. And the results, were spectacular! 3 out of 10 samples stabilized! While not 100%, it was an improvement! However, it was still not perfect, as the human DNA would become overpowered by the animal and dissolved. However, I would not give up. I continued to look for a way...and unfortunately, I found it."_

Naruto frowned as he saw his father sigh, looking older than he was for a moment, old and tired.

" _Naruto...my dear son. Forgive this foolish man for what he has done. It was an accident, I did not wish for things to go this way. I was a fool to do what I did."_

Naruto grew more and more confused as he watched his continue to berate himself. What was he blaming himself for? In his head, he could hear Kyuubi chuckle darkly, as if it knew a juicy secret he didn't.

" _I managed to find a human DNA that was successfully able to bond itself with the animal DNA, and achieve a union. The results were amazing. They showed a 92.6% genetic formation between human and animal. And the human DNA that I implanted in the spiders...was your own, Naruto."_

The teens froze, staring at the screen in shock.

"Wh-what?" Naruto muttered, trying to comprehend what he just heard.

" _You were always a special kid, Naruto. In more ways than one. You were always a mystery to me, all starting with how I found you."_

Naruto frowned at that. He was told by May and Ben that his dad found him in an alley, his parents killed in a mugging as far as anyone knew.

" _I'm sure your aunt and uncle told you some story about your birth parents being killed in an alley or something, right?"_ He said, making Naruto sweatdrop. _"Well, it's better than the truth. After all, reality is stranger than fiction, however the truth can be labeled as equal in both. You see Naruto, you weren't found in an alley. No, instead, you were found in an underground cavern in an Asian forest, in the embrace of your dying parents, contained in some kind of status energy field."_

"..."

"..."

"...EEH!?" Both teens shouted at once, shocked at the news they just heard.

Richard chuckled, shaking his head. _"Yeah, didn't expect that. But that's how I found you, and when I stepped closer, the field seemed to have vanished, and next thing I heard, were your cries…"_ He stopped, a thoughtful look in his eyes, as if debating something. _"...Your mother, holding you tightly in her arms, was barely alive when she saw me. She asked me,_ begged me _, to take care of you. Her last wish. And I agreed. I gave your parents a proper burial, and took you home with me. And the rest is history. But back to the matter at hand. You see Naruto, one day, when you were very young so you probably don't remember, you accidentally cut yourself playing with my tools. Heh, you wouldn't believe how worried we were and how we jumped when we heard your cries. Anyway, we were about to bandage your cut, when something amazing happened. Your cut, began to heal itself! In just a few seconds, it was gone! No scars or anything! Me, being the natural curious scientist that I am, couldn't help but to find out how that was possible. Sure, we knew of the rumored existence of mutants, and lingered the thought that you were one - not that we cared, of course. We would have loved you either way! - so I took a blood sample of you, and examined it. What I saw was incredible! Your cells, while appearing normal, seemed to have been made up of a genetic material I've never seen before. And me, in my foolish scientific pride, couldn't help but experiment with the sample. All results came back with incredible news, and with inspiration, I used your blood sample with the Cross Species Project, and wouldn't you know it, DNA synchronization came out 100% positive! Without you, my son, my work could never have been finished. However, it was then that I learned of the grave mistake of what I had done. If Norman found out about you, and how special you were, he would stop at nothing to capture you and use you for his evil deeds. And that, as your father, was something I could NOT allow to happen. So I erased all evidence leading to you. Without you, without your bloodline, Oscorp can never replicate or continue my experiments. The Cross Species Project serums would only work perfectly for_ you _! Anyone else would have severe side-effects. I have destroyed as much of my notes from the archives as possible. But I didn't have time to kill all of the spiders. So as a scientist, my choice is very clear now. I have to disappear. Lead the trail as far from you as possible. I had to get as far away from here as I can. But as a father, it means I may never see you again. And_ _nothing_ _is as important to me as you, Naruto. Nothing in this world. But I have a responsibility to protect the world from what I've created, and to protect you from what I know Osborn is capable of. People will say I am a monster, for what I've done. And maybe they're right. I always thought that I'd have more time. I'm sorry."_

As the video ended, the couple sat in silence, staring at the screen as they tried to comprehend what they had just learned.

Naruto closed his eyes, rubbing his head, while MJ shook her head in disbelief. After a moment of silence, the two went over what they learned.

One, Naruto's blood was used to form the Cross Species Serum, and apparently, he and those of his blood were the only ones that it will work on. Which sorta explained how he was able to gain his powers.

Two, apparently, Naruto was not found in an alley, but in a cavern, in some sort of force field with his dead parents.

Yeah...that's some crazy shit if they ever heard it.

Naruto frowned, getting more questions than ever before. The chuckle rumbling in his head made his frown deepen. _'What do you know, fox?'_

" **Hehehe. More than you would ever know, boy."** Kyuubi chuckled darkly. **"So many secrets about your past, where you came from, and what you really are. You don't even know."**

Naruto gritted his teeth, glaring, getting really tired of the fox's shit. _'Then why don't you just tell me, instead of being an asshole?!'_

Kyuubi ignored the remark. _**"Don't feel like it."**_ It said, before cutting the connection off.

' _Kyuubi? Kyuubi!'_ He called out, but only got silence. _'Bastard fox!'_ But it was no use.

MJ looked at her boyfriend, and seeing the annoyed expression on his face, made her worry, thinking the discovery was the cause of it. "Naruto, are you okay?"

Snapping out if his thoughts, Naruto looked over his shoulder at the redhead, and seeing the worried look she aimed at him, made him feel guilty. Taking a deep breath, he sighed. "I don't know, MJ. I...I'm so confused." Honestly, he felt exhausted, the video and message from his father and big reveals leaving him drained, and more confused than ever.

MJ frowned, wishing she could do something to help her blonde feel better. But what can you do after _that_?! Moving behind him, she placed her hands on his shoulder, and began to gently rub them, making him groan. Leaning down, she rested her forehead in his messy hair. "I know I can't understand what you are going through, Whiskers. But know that I'm here for you."

Naruto gently smiled. He knew he could always count on her. She always had his back. Leaning his head back to rest on the cushion, he smiled as he and MJ locked eyes.

MJ returned his smile, as her hair fell over them, covering their faces in curtains of red. Blue and Green meeting, MJ lowered her face, and locked lips with Naruto's in a 69-kiss. Naruto moaned as he felt MJ's tongue brush against his teeth, asking for entry. MJ always had a bit of a wild side, and looks like this included kissing as well. So, mentally shrugging, he allowed it and spread his teeth, allowing the redhead's tongue to enter his mouth, and begin battling his own.

While it may look like they were going a bit too fast in their relationship, it was far from that, as the two knew they were still too young to cross that bridge. But that didn't mean they could take a few steps.

Besides, Naruto knew MJ was doing this to comfort him, and was cautious on how far they went. Additionally, she felt embarrassed by her own daring more. Evidence given by her erupting emotions, and the great shade of red her face took.

Alas, all good things must come to an end, as the need for air forced them to separate, slightly panting with burning cheeks. Biting her lip in embarrassment, MJ rolled her eyes away from Naruto, making him smirk in amusement, which she saw, making her blush grow. Chuckling, Naruto closed his eyes. _'Well, it worked. I do feel better, even if just a little. Still, so many questions. Why was I and my birth parents found in a cavern? What does Kyuubi know? What is Kyuubi anyway, and why is he inside me? Just...who am I?'_

And with Kyuubi being an asshole and keeping him in the dark, Naruto will just have to find the answers himself…

 _Joy_

But pushing the thoughts about his origin aside for now, Naruto focused on the other part of his father's message. From what his father said…

 _Norman Osborn might have had a hand in their deaths._

He gritted his teeth, trying his best to hold back the primal growl that threatened to claw out of his throat, as his eyes flashed crimson - luckily MJ didn't noticed as she was still looking away in embarrassment.

Now, while the blonde would like nothing more than to charge to Osborn's home or office, and beat the tar out of the man - _or tear his throat apart with his claws_ \- the rational part of Naruto's mind persuaded him to calm down and think things through. He couldn't make any moves on a powerful man like Norman. As neither Naruto nor Spider-man, who knew the disasters that would come if Spider-man suddenly assaulted Norman and the media found out.

Naruto Parker would go to jail for assault.

And Spider-man would be hunted down.

Yeah, neither option sounded good.

Not to mention, that he didn't have any evidence that Norman did have a hand in his parent's deaths, so he couldn't go to the police.

So, he had no choice but to stay his hand.

Clicking his tongue in annoyance, Naruto took a deep breath to calm himself, idly rubbing his clawed index finger against his pants. Shaking his head, he turned his thoughts to the other discovery.

His father used _his_ blood to finalize the Cross Species Project. Was he shocked? Yes. Annoyed? Oh yeah. Mad? A little bit. Confused. You bet your ass he was. So he was different _before_ the spider bite?

He knew he healed fast, but chalked it up as being a product of his spider-power. But apparently not, so there was a food for thought. Yet another mystery on the secret origins of one Naruto Parker.

 _He would blame this on his Parker Luck, but looks like its more the fault of his "Naruto Luck"._

Rubbing his forehead to stave off the headache, he laid his head back to get at least a few minutes of peaceful silence.

. . . .

Not even a full five seconds later, his eyes snapped open, widening, as he recalled what his father said:

" _Without you, without your bloodline, Oscorp can never replicate or continue my experiments. The Cross Species Project serums would only work perfectly for_ you _! Anyone else would have severe side-effects."_

He then felt his blood turn cold, as he remember something very important.

 _Curt has taken the serum as well._

…

…

…

" _...Oh shit."_

* * *

"AAAAAAHHHHH!"

The sound of MJ screaming in his ear, as well as the tight grasp she had on him, as Naruto swung as fast as he could towards ESU Labs, not even wearing the Spider-man suit. He had to get there as fast as he could! He had to!

' _Damn it, damn it, DAMN IT! I'm such a fool! I never should have told Curt about the Decay Rate Algorithm! Never should have gotten him working on the Cross Project! Naruto, you idiot!'_ He continued to berate himself as he swung across the high buildings, with the still screaming MJ clenching her eyes shut. When Naruto had rushed out of the house, saying something about needing to get to Curt Connors as fast as he could, she volunteered to go with him. Naruto tried to deny her, saying it would be dangerous if, quoting him, _"Shit might hit the fan in the worst way possible"_. But Mary Jane Watson was nothing, if not stubborn, and argued about going anyway.

Naruto, not wanting to waste time arguing, agreed.

 _Now she was regretting it._

While, sure, MJ has swung through the city before, usually to get to school on time or early, but never this fast!

"Slow down!" She shouted, but was ignored.

He had to make it there before it was too late!

 _Too late for what, he could only dread._

To MJ's relief, the two made it to ESU. Landing in the empty courtyard, with MJ instantly separating herself from Naruto, groaning as she resisted the urge to hurl, Naruto wasted no time and ran to the lab building, with a groaning MJ behind him, holding her aching stomach.

Running to the lab, where he just somehow _knew_ Curt to be in, Naruto slammed the doors open, startling those inside.

Looking at the new arrival, Curt was surprised to see Naruto, a strange look on his face. "Naruto? Is something wrong? Isn't today one of your off days?" He asked, as he saw the panting form of the redhead he remembered as Naruto's friend, enter the room as well.

Naruto froze, rational thoughts now taking hold. What was he going to say? What was he going to do? In his rush to head to ESU, he had completely neglected to come up with a plan for what he would do when he got there. Actually, now that he thought about it, he didn't really know what he was expecting. Perhaps Curt turning into some grotesque monster? Or maybe finding him on the floor, dying?

But no, instead he is greeted to the form of a normal Curt, restored arm and everything.

' _And now, I'm just standing here, looking like an idiot.'_ He thought as he looked at the confused stares of Martha and Debra. Eyes shifting, he looked around and didn't see Billy, who would usually be taken to work with his parents. Not spotting the little blonde boy, suggested he was either at a friend's house, or had a babysitter watching him at home.

His whiskers began to turn red in tone, as he realized that he was standing there, not saying anything. And the longer he was quite, the more embarrassed he was becoming.

Behind him, MJ finally caught her breath and noticed this, and facepalmed.

Very muched embarrassed, Naruto stood up straight, clearing his throat with a cough into his fist as he tried to appear like his little entrance didn't happen.

 _Unfortunately for him, the red on his cheeks ruined that image._

He raised his hand at them. "Yo." He greeted, making MJ groan into her hand. _'Damn it Naruto."_

"Naruto, what are you doing here?" Curt asked, confused as to why the whiskerd intern was doing here so late.

Naruto smiled sheepishly, rubbing the back of his head. "Um, you see...I... wanted to talk to you, Dr. Connors."

Curt raised a brow. "And this couldn't wait till tomorrow?"

Naruto glanced at Curt's right arm, and felt the familiar foreboding light buzzing in the back of his head. Looking back at Curt, Naruto shook his head. "Sorry, but no. It's _really_ important."

Looking confused, Curt look at the serious look on Naruto's face, before nodding. "Alright, well, if it's that important, let's talk in my office." He gestured the way.

Nodding, Naruto glanced back at MJ. Exchanging looks, Naruto nodded to her, his eyes telling her to prepare if things turn bad.

As Naruto followed Curt, MJ approached Martha and Debra, greeting them.

* * *

 _ **Curt's Office**_

Closing the door behind him, Curt turned to Naruto. "Alright, Naruto. What's so important that you had to barge through those doors?"

Naruto opened his mouth, but closed it seconds later. Once more opening it, then shut it closed. Groaning, he turned around, rubbing the back of his head. Just what was he going to say? What _could_ he say?

" _Hey Curt, so listen. Apparently my dear old dad used my blood to finalize the Cross Species Serum, so it only seems to work perfectly on me. And given that you have been injecting yourself with the serum mixed with lizard DNA, there is a 50-50 chance you will either die, or be turned into a monster. So, how was your night?"_

Oh yeah, that will work _swell_.

Curt watched the blonde teen pace around the room in confusion. _'What's up with him?'_ He thought, before flinching, feeling jolts of electricity suddenly pulse through his body, starting from his arm. He gasped, doing his best to not kneel over in pain.

The feeling lasted for a while, before vanishing, leaving Curt panting slightly. He's been getting those jolts lately, but chalked it up to his body still adjusting to his his new nerves.

Naruto didn't take notice of this, too busy trying to figure out what to say. It would be easier, if his stupid spider-senses would stop buzzing through his head. _'I get it! There might be trouble! Would you just go away?!'_

The door suddenly opened, and Martha poked her head in. "What are you boy's talking about in here?" She asked, entering.

Curt looked at her. "Not sure, Naruto seems to have trouble with his words." Looking at the struggling blonde, Martha spoke.

"Naruto, what is this all about?"

Looking at her, Naruto rubbed the back of his neck. Taking a deep breath, he figured he should just come out with it. Looking at Curt, he started. "Doctor Connors, listen, we made a mistake. A HUGE mistake!" He said, making them look at him with great confusion. "The project was not finished. Far from it, in fact!"

"Naruto, what are you talking about? The serum worked." Curt said, lifting his right arm as evidence. But Naruto shook his head.

"No, please listen...I think the arm was just the beginning stage."

Martha shook her head in confusion. "Naruto, you are not making any sense."

Naruto sighed, running a hand through his hair. "I know, I know, but just listen to me. What's happening now, it's not over. The arm is just the start. The serum inside of you, the DNA strands, they're changing you."

Martha had enough. "Naruto, stop. What are you talking about? Are you saying Curt is, what, mutating?"

Nodding, Naruto looked at the two seriously. "Yes, that's exactly what I'm saying. The imperfect serum would normally kill the subject. Since Curt's alive and all, I guess it would be the second option.

Shaking her head at the nonsense she was hearing, Martha raised her hand to prevent any more words from Naruto. "Okay, this is just insane. What you are saying is insane. You're saying that my husband is going to become a monster? Do you have any idea of how crazy that sounds? How can you think that that idea of yours is true?!"

"Because, look at him." Naruto stated, pointing at Curt. Martha followed his finger, and looked at Curt, who was rubbing his arms fast, as if he was cold.

"Brrrr!" Curt shivered. "Can we turn down the AC? It's getting pretty cold."

Eyes widening, Martha narrowed her eyes at her husband. "Take off your shirt, Curt."

Curt look at her like she was crazy. "Are you kidding? It's freezing in here." The hard look his wife gave him, forced him to comply. "Alright." Taking off his lab coat first, Curt then took off his shirt, turning around. Naruto's and Martha's eyes widen at what they saw.

At least half of Curt's back were covered in scales, the same with his right arm.

Martha gasped, covering her mouth, while Naruto curse under his breath.

Curt turned sideways, looking at them in confusion. "What?"

"Just what is happening to Dr. Connors?" Debra asked as she looked at the sample taken of Curt's DNA, seeing how the lizard DNA began to overtake Connor's human ones, as the scientists and MJ gathered together in the lab, the redhead standing to the side so as to not get in the way of the scientists as they worked.

"Lizard DNA is more primitive than human's." Martha explained as she looked at the results on the computer screen from the scan he took of Curt. "The more it spreads through Curt's body, the more it overwrites the previous human functions. Already DNA has spread itself to his brain, and is growing at a fast rate." She said, looking at Curt, who sat in front of a chalkboard, trying to write formulas, but was having trouble as his hands shook, before the chalk snapped in half from the pressure put on it.

Curt sighed, holding his head. "It's growing." He said, grunting as more jolts coursed through his body. "I'm ( _ergh!)_ regressing!" He clenched his chest in pain. "I can feel the change! URGH!" He doubled over from the pain, making Martha run towards him.

"Curt! Take it easy! You have to keep a clear head. You have to fight it!"

"I-urgh!-I can't! It's too strong! You have to hurry...I'm losing control!"

"There has to be something we can do!" Debra exclaimed.

Naruto frowned, racking his head to try and think of something. "Wait...what if we injected human DNA into him? Use it to push back the animal one?"

Debra looked at him. "The formula creates new reptile sequences faster than we could I.D. them. And they continue to multiply and spread by the second. Even if we could somehow stop it in its tracks, it would only be a matter of time before it adapted and overtook the new DNA. Besides, there's no guarantee that using random DNA would work."

"Wait!" Martha spoke up, getting their attention. "That could work! If we can come up with a serum to overcome the animal dna, it might be enough to cleanse the body of the foreign DNA. A...Gene...Cleanser!"

Curt grunted as he had his arm around Martha's shoulder to hold him up. "Yes...yes, why didn't I think of that before! My notes! It should have all the data we need. But random human DNA won't work. And neither would my original blood. The Lizard DNA would just mutate that as well. We need the right one to fight it."

Naruto frowned. _'What about my blood? If it was used to stabilize the original formula, could it stabilize Curt's version? But my blood is mutated as well, and I don't know how to locate any before the spider-bite. I could check blood centers, but that would take too long. Damn it, there has to be something I can do!'_

"So, the cleanser would remove any non-human DNA." Debra figured out. Naruto's eyes widened at that, his mind working out solutions.

' _Even Spider DNA! That's it! If I inject myself with the cleanser, it would remove my spider blood, and turn it human. Then I can mix it with the cleanser and use it to make a cure for Connors...but...that would mean getting rid of my spider powers. No more Spider-man…'_

He stood there, silent, as the scientists began trying to figure out how to get the right DNA. Mary Jane was the only one to see the conflicted look on Naruto's face, and walked towards him, standing beside him. "What's wrong, Tiger?" She whispered.

Frowning, Naruto looked at her. "My blood...it might be the cure to help Dr. Connors."

"That's great!" She said, before seeing the look on his face. "Right?"

Naruto nodded softly, looking down at the floor. "Yes...but, that would mean taking the cleanser, and removing the spider DNA inside me. Meaning...I have to give up being Spider-man." he revealed, making her eyes widen in shock.

"...what are you going to do?" She asked him. Naruto's frown deepened.

"I don't know."

While it might look like an easy decision to make, to save his friend and mentor, but it would mean the cost of giving up what made him Spider-man.

In his time being Spider-man, he grew to love it. Being Spider-man, it felt like it was a part of him.

Could he really remove that part of himself?

 _With Great Power came Great Responsibility...but did he have the will to give up that power?_

 _To give up Spider-man?_

"ARGH!"

The sudden shout knocked him out of his thoughts, as he and MJ looked up. They saw Curt Connors shout, moving back in clear pain, wrapping his arms around himself.

"Curt!" Martha called out, holding him.

"It's...too late. I'm sorry, Martha. I...never wanted this to happen. I'm...so sorry."

"Curt, please fight it!"

"I...can't! I...have made...a terrible...mistake. ARGH!" Pushing his wife away, Curt gave a loud yell as he began to change before their very eyes. His skin began to grow green scales over the flesh, while his nails grew and lengthened, sharpening into deadly claws. _Cracks_ were heard, as his bones snapped and changed. His hands and feet grew bigger and his fingers and toes grew longer. His hair seemed to sink into his scalp and his eyes snapped open, revealing mustard yellow eyes as the pupils sharpened. His mouth stretched as wide as possible in his yell, and they watched as his teeth sharpened and grew. Soon his very head began to change, as the face and jaw began to painfully stretched forward, becoming a reptilian snout. A ripping echoed through the room, as from his tail bone, a long and large lizard tail shot out.

In the end, where the respectable genetic scientist once stood, was a large, bipedal alligator-like creature, wearing a tattered lab coat and shredded pants. Staring at them with soul piercing golden eyes, the creature threw his head back, and let out a glass shattering roar.

Pulling MJ back behind him, Naruto slowly backed up from the now _Lizard_ monster the once respected genetic scientist has now become.

Glancing at the horrified Debra and Martha, he muttered to them, as the Lizard creature just stood there, silent. "Guys, get back. Now."

Hearing him, Debra slowly stepped back, keeping her steps silent so as to not draw the Lizard's attention.

Martha, however, was not having it, as she slowly stepped towards the creature her husband has become, ignoring Naruto's protests.

"Curt?" She called softly, holding her hand out to him. "Curt, can you hear me? Don't you recognize me?"

Suddenly, the Lizard snapped its head up, letting out another roar, before it jumped and landed on a table, swatting the stuff on it to the ground, before leaping at some lab equipment on the side. With its razor sharp claws, it destroyed the machine.

"RAAAGH!"

"Oh god!" MJ muttered as she watched the Lizard going around, destroying equipment.

' _It's official. Shit hit the fan, big time.'_ Naruto thought grimly.

"Curt! Please, stop!" Martha called out to her husband, drawing its attention. Naruto's eyes widened when he saw this, even more when the Lizard leaped at Martha, claws out and mouth wide open.

"Mrs. Connors! Look out!"

Drawing out a bit of his _spider-speed_ , Naruto ran towards them, and managed to tackle Martha out of the way in time as the Lizard passed them, landing on another table. Its head snapping towards them, the Lizard stared at Naruto with its golden slitted eyes. It's new primal instincts notifying it of this being smelling similar to that of a spider, but had a predatorial feeling coming from it, and warned it that it would be best to stay away from it for its own survival.

And so, letting out one final roar, the Lizard leaped high into the air, breaking the sunroof glass, before moving away, leaving behind the shocked spectators.

Seeing the mutated man gone, Naruto cursed himself. He has just unintentionally helped a man mutate himself, and now said man has escaped to who knows where.

Getting up, he helped Martha up. "You okay?"

Martha nodded in thanks. "Yes, but Curt…"

He placed a hand on her shoulder. "I'll follow the Doc and call you when I find him. In the meantime, you and Debra get to work on at least getting the Gene Cleanser made." He said, getting a nod.

Looking at Mary Jane, he approached her. "MJ, I need you to head to my lab and keep me posted on the monitor. If there is a 5 foot tall giant lizard going around New York, no doubt word will spread. If needed, I will need you to guide me in the right direction." He whispered to her quietly so Martha and Debra didn't overhear.

MJ nodded, passing him his bag she had been holding. "Okay, good luck Tiger." Kissing his cheek, she left the building, Naruto exiting seconds later to look for a place to change.

' _How hard could it be to find a gator in New York?'_

* * *

"Now, if I were a 6'5" lizard, instead of a 5'6" spider, where would I hide?" Spider-man muttered as he swung through the building. Making a turn, he saw that the streets below were a mess. "Guess the Doc's been busy." Landing on a street light, he looked around for any sign of the Lizard.

Suddenly, he heard screams. Looking in the direction of where they were coming from, he saw people running out of the subway entrance in fright. "Ah, underground." Leaping, he dove into the entrance.

Down in the subway center, a guardsman was shooting at the Lizard, as people around them ran screaming. The Lizard hissed at the man as it dodged the bullets with its incredible agility. Getting close, it swatted the gun out of the guard's hand. Knocking the man down, the Lizard opened its jaw, saliva dripping from it as he charged to take a bite.

However, it was stopped in its tracks as Spider-man kicked it away. "Sorry pal, no eating in the subway." He landed in front of the man, who got up and ran away. Getting up, the Lizard hisses at Spider-man before charging at him. Ducking under a claw swipe, Spidey grabbed the arm and threw him over his shoulder at the wall. "Sorry Doc. I don't want to hurt you. Now what do you say you just calm down, and we get you back to the lab to get you fixed, alright?"

His answer was a roar, and an attempted bite, which he dodged by leaping into the air. Landing on a pillar, Spidey looked at the hissing reptile. "Okay, guess we've got to do things the hard way." He launched web-bullets at the Lizard, hoping to trap him. Unfortunately, the Lizard was fast as it dodged all the bullets while it ran on all fours towards the webhead. Jumping, it tried to reach for the spider.

Leaping out of the way as the Lizard landed where he previously was, Spider-man shot a webline at the Lizard's back. Yanking, he pulled the mutated man toward him, while at the same time pulling himself. Flipping, he smashed his feet into the Lizard's chest, and slammed him down on the ground.

However, he had forgotten about a certain appendage, as the Lizard's tail wrapped around his neck, making him choke. He was tossed off, and slammed into the ground, making him groan.

" _Naruto, I'm here."_ The voice of Mary Jane sounded in his ear-piece. _"Did you find Doctor Connors?"_

"Oh yeah." He answered with a groan. "I found him alright." He said, before he was lifted up and saw the Lizard about to claw at him. Catching the arm, he kicked his feet on its chest, using it as a platform to push himself out of the tail's hold.

Landing a few feet away, Spider-man eyed Lizard as he massaged his throat. "Sorry, Lizzy, but I'm not into S&M."

" _Do I want to know how you know about that?"_

"Blame the internet." He replied as he once more jumped away from a claw swipe. Crouching down, the Lizard jumped after Spider-man, making his eyes widen at the speed as the Lizard slammed into him. Quickly grabbing the man-beast's wrists to prevent the claws from ripping him to shreds, he used his feet to push it away as it tried to bite off his head. However, the Lizard used its tail to grab Spider-man by the waist and throw him aside.

Reacting quickly, Spider-man shot a web-line at a pillar, and swung around it, rocketing himself back at the Lizard as it landed on the ground. With his fist pulled back, he launched a fast punch to the Lizard's head, forcing it back. Feet on the ground, Spider-man chased after it as it rebalanced itself. Getting in close, he threw punches at it, with the Lizard retaliating with claw swipes. While Spider-man landed some good ones, the Lizard's scaly skin softened the blows, forcing him to add more force, with his suit suffered cuts from swipes he couldn't dodge. Finally, Spider-man landed another punch to the Lizard's head, snapping it to the side.

Spider-man then threw another punch. However, the Lizard was prepared this time, and as the fist got closer, it shot its head out, and grabbed the wrist with its jaw, making Naruto cry out in pain as the sharp teeth sank into the skin, almost reaching the bone. With Spider-man distracted, the Lizard swung its head back and forth, slamming the spider down hard on the ground multiple times like rabid dog would a rag doll. Each time Spider-man cried out as the Lizard's teeth sank deeping into his arm.

With a final slam, Spider-man laid on the ground, blood coming out of the bit marks in his arm, making him hiss.

" _Naruto! Are you okay?!"_

"Urgh!" Spider-man groaned as he tried to move his arm, only to feel it numb. "...hope that doesn't get infected." He joked weakly as he tried to get up. However, before he could, he felt the Lizard grab his leg, and picked him up. Lifted upside down, he soon stared into yellow eyes. The Lizard growled at Spider-man, before roaring at his face.

"...Word of advice, Doc. Mouthwash." He said, before yelping as he was slammed back down. Being lifted up, he was about to be slammed again. Luckily, this time he was able to catch himself on his workable hand, and used his other foot to kick the Lizard in the face, forcing it to let go of his leg. Pushing himself to his feet, Spider-man jumped away to put distance between the two of them.

Looking down at his still numb arm, Spider-man wrapped it in webbing, before making a makeshift sling over his shoulder to keep it in place. "That should do for now."

Looking up, his eyes widened when he saw the Lizard already on the move as it's gaping jaw appeared inches from his face. Acting quickly and on instinct, he shot his fist up and struck the jaw with an uppercut. As it staggered back, Spider-man moved behind it and, after grabbing the tail, began to spin on his heel, his great strength picking the bipedal reptile up as he spun around like a top, before throwing him up into the air to the roof. Shooting a web-bullet after it, the webbing exploded and covered the Lizard in a net, sticking it to the ceiling. Hopping on a nearby pillar, Spider-man ran up to the roof before jumping and landing upside down beside the struggling Lizard. "Alright Doc, fun's over. Time to get you to the lab." Holding up his hand, it sparked. "This will only hurt for a bit."

However, the struggling Lizard proved to be stronger, as it broke through the webbing. Eyes widening, Spider-man didn't get the chance to react, as a large clawed hand grabbed him by the face. As he grabbed the wrist to try and pry the hand off, the Lizard jumped down from the roof, dropping down to the floor, where it slammed Spider-man into the ground, making Naruto spit from the force, before he was whacked by the tail, sending him crashing into the wall. Falling down to the ground, Naruto gasped as he tried to regain his breath after having it knocked out of him.

' _Damn it, not only is his physical reaction time nearly impossible to keep up, he's really strong too.'_

" _Naruto! Get up!"_

Said spider groaned. "I'm alright...just need to catch my breath for a sec…"

Pushing himself to his feet, he turned to get back into action, when he was suddenly slammed into the wall, while the Lizard held his wrist above him and its tail wrapped around his neck to hold it in place.

"RAAAGH!" It roared at Spider-man's masked face, saliva shooting into it.

"...Gross."

Tightening its hold on Spider-man's wrist, it crushed the web shooter in a shower of webbing. The Lizard held up his other hand, the claws seeming to grow longer, as it got ready to claw Spider-man in half.

Seeing this, Naruto's eyes widened as he tried to get out of the hold. Unfortunately, the Lizard's strength seem to overpower his own.

Back in his lab, MJ saw this through the camera, and gasped. "Naruto, get out of there!"

"I'm trying!" He replied to he tried to break free.

Soon, the claw was ready to come down, making Naruto close his eyes, waiting for his death to come.

…

…

After a few seconds, and not feeling anything happen, he slowly opened his eyes. What he saw, was the Lizard looking around, almost in confusion.

The Lizard, while having his mental function were all overwritten by the primal instincts of his new transformation, still possessed some form of his former intellectual mentality.

And so, just when it was about to terminate this strange spider with the dangerous feeling coming from it, was confused and surprised when suddenly it seemed to have vanished from its sight.

Looking around in order to locate the spider, it unconsciously loosed its hold on Spider-man. Taking his chance, Spidey freed his hand, before punching the Lizard's jaw, causing it to stagger back. Now freed, he jumped up, backing up to the top corner of the wall as the Lizard looked around with a roar, attempting to locate what hit it.

"That was weird." Spider-man muttered, wondering what would cause the Lizard to hesitate in delivering the final blow, not that he was complaining.

It was then that he blinked. Looking down at his hand, his eyes widened when he couldn't see it!

No, that's not true. In his vision, Spider-man could see a faint, transparent outline of his arm and hand. "What the hell?!"

" _Naruto?"_ He heard MJ's voice through his communicator. _"Where are you?"_ She asked, not able to see him through the camera.

"I'm...right here, MJ." He responded, still looking at his invisible hand. "Just...not visible."

" _What? What do you mean?"_

"I'm...not sure how to explain it, Red. But...I think I may have just activated a new power."

" _What?! Another one?!"_

"Well, some spiders use their colors to camouflage themselves to hide from predators. Guess I have a sort of advanced version of it."

" _Handy."_ MJ noted, making Naruto nod in agreement as the camouflage vanished, making him visible again.

Down below, the Lizard continue to look for Spider-man. "I need to knock him out if I'm to have any chance of getting him back to the lab." Spider-man muttered to himself. Reaching into one of the pouches strapped to his belt, he pulled out an extra web shooter. "Good thing I made extras, just in case." He said as he pulled down his sleeve and replaced the broken one, taking out the web cartridges and putting them in the new shooter. Fastening it on his wrist, rolled his sleeve back down. "Alright, let's do this."

Dropping down, he shot a webline to the roof, and sneaking behind the Lizard, gave it a sweeping kick that threw it into the air, and landing close to the train tracks. Hissing, it roared at Spider-man who came down with a drop kick. However, catching it, the Lizard tossed him away. Righting himself, Spider-man shot a web-line to a pillar, he slingshot himself back forward, and kicked the Lizard high into the air, over the train tracks. Crashing into the wall, it held itself up, hissing, before climbing up to a support beam.

Swinging toward it, Spider-man was hit by its tail, sending him to the rails below, where he rolled. Quickly catching himself, he held himself up, his face inches away from the electrical track, making him sigh in relief. "That was close."

" _I'll say."_ MJ commented, also letting out a breath.

Sitting up, he looked around for the Lizard. Looking up, he spotted it, as it crawled through the roof. "Hey! Wall-crawling is my thing! You start shooting webs, and I'll sue!"

Spider-senses going off, he looked behind him and saw a subway train heading towards him. Quickly jumping up, he stuck to a support beam as the train passed under him. Climbing it, he took a moment to look at his arm on his chest. Moving his fingers, he saw that the numbness has passed. Taking off the sling, he rolled his shoulder. "Good as new." He noted as the bite marks were healed. "Now, where's bug breath?" He muttered, looking around.

He then spotted him, perched on top of the train that just stopped. Passengers boarding, the subway train then began to roll out, unknowingly taking the Lizard with it.

"Oh no you don't!"

Shooting a web-line hitting the train, he was pulled with it. Running over the walls, getting closer, he jumped on board the roof. Up ahead, the Lizard noticed him, and hissed.

Keeping his feet magnetized to the train's roof with his _stick-em_ powers, Spider-man ran at the Lizard. Meeting his charge, the Lizard jumped at Spider-man. Sliding under the airborne monster, who landed behind him, using its feet's claws to dig into the metal surface, leaving gashes as it slid back from the rough winds, Spider-man shot a web-line at it, and pulling it back, punched it over the head, slamming it to the ground, making the people inside look up at the big indent on the roof in surprise.

The Lizard growled from its position, before grabbing Spider-man by the head with its tail, and tossing him away, off the train. Quickly shooting a web-line to grab the train, Spidey pulled himself back, and shooting two web-line at Lizard, shot at him with a hard stomp, breaking through the roof, startling the people inside, as they cried out in shock.

However, they were ignored, as the Lizard pushed Spider-man off him, before tackling him to the ground. Holding him in place, the Lizard loomed its head over him, and opened its saliva dripping mouth over his head, ready to bite it off.

However, Spider-man was saved, unexpectedly, by an old woman, who hit the Lizard over the head with her purse. Unfortunately, that shifted the Lizard's attention to her. But with it distracted, Spider-man took the chance to shoot webbing at it, hitting it in the eye. As it shook its head back and forth to try and remove it, before using its hands, Spider-man kicked it off him. Getting up, Spidey tackled the Lizard out of the train cart back outside.

Grabbing the side of the cart to hold on, Spider-man kicked the Lizard off him, and away from the train. However, in an incredible display, the Lizard flipped up, and landed on the wall, before pushing himself off and rocketing at Spider-man, who had just climbed up to the roof. Turning around in surprise, he was pushed down with the Lizard on top of him.

Grabbing the gaping maw to prevent the beast from having a spider feast, he grunted as he tried to hold it off.

Unexpectedly, at that time, his phone rang, drawing the Lizard's attention. With the chance given, Spider-man punched it. However, unlike before, this just made the Lizard angry, and with a roar, wrapped its tail around Spider-man neck, and began to slam him up and down on the roof, causing big dents, before flicking the dazed spider off the side, where he hit and rolled across the ground.

Groaning, Naruto sat up, and could only watch as the train took the Lizard further and further away. "Damn it." He cursed, before his ringing cellphone reminded him of it. Pulling it out, he saw it was ESU. Groaning at what he knew was about to happen, he pulled his mask up, winching as his back and sides ached. He answered the phone, putting it against his ear. "Hello?"

" _Naruto, it's Mrs. Connors. We have the Gene Cleanser ready. Did you find Curt?"_

Frowning at the bad news he will have to give her, he replied. "I'm sorry, Mrs. Connors. I lost him."

On the other end, Marth's eyes eyes widened as she gasped. "Oh no. Curt…"

* * *

 _ **End of Chapter!**_

 _ **Oh no! Curt Connors has been turned into a monstrous creature! What is Spidey supposed to do?!**_

 _ **Well he be able to save his friend? And what choice will he make? Will he give up his powers to save his mentor?**_

 _ **Who is the mysterious figure watching Spidey?**_

 _ **And a new power?! What more is there to come?!**_

 _ **When will I stop asking rhetorical questions?!**_

 _ **Find out next time on Superior Spider!**_

 _ **So yeah, Naruto has unlocked a new power! Camouflage. Will there be more secrets his blood holds?**_

 _ **And the secret of the Cross Species Project is revealed!**_

 _ **Also, I have bad news, good news, average news, and weird news.**_

 _ **Bad news: I redid the harem, and shortened the listing. Don't blame me. After giving it some thought, thanks to an anonymous reviewer, I decided that the former numbering was too insane. So the new one should be JUUUUST right. If not...well, there will be no pleasing you people.**_

 _ **Good news (well maybe not): Harem Number is shortened to 21. So some of the ones you were looking forward to, won't be in it. Sorry, but that's just the way it is.**_

 _ **Average News: I have fought Hurricane Irma, and survived! Take that Nature! However, I am Puerto Rican, so the current situation happening in Puerto Rico breaks my heart. Please, would you help my people out in this dire situation?**_

 _ **Weird News: Did you know, that if a person drank their own blood, it makes them immortal? But it can only happen during a full blood moon. Is that right, or am I lying? Guess we'll never know.**_

 _ **That's all for now, catch you all next episode as the final part draws it's conclusion in the battle of Spider vs Alligator! And after that, be sure to take a look at the challenge I am holding for the other Spider-man idea I gave! You know, the other option to pick along with this story? I want to see of anyone would be interested in adopting that idea.**_

 _ **Well, that's all for now (wait I already said that), so long!**_

 _ **Be sure to review and tell me how you liked the chapter!**_

 _ **Excelsior!**_

* * *

 _ **New Harem:**_

 _Mary Jane Watson, Gwen Stacy, Liz Allen, Felicia Hardy/Black Cat, Angelica "Angel" Jones/Firestar, Jessica Drew/Spider-Woman, Jean Grey/Marvel Girl/Phoenix, Laura (X-23), Katherine 'Kitty' Pryde/Shadowcat, Doreen Green/Squirrel Girl, Cindy Moon/Silk, Jennifer Walters/She-Hulk, Silver Sable, Susan "Sue" Storm/Invisible Woman, Janet van Dyne/Wasp, Taran (Priestess of the Spider-Clan), Carol Danvers/Captain Marvel, Enchantress/Amora, Ava Ayala/White Tiger, Natasha Romanoff/Black Widow & Gali/Galacta_


End file.
